SkyWatch Platform Terms of Service

 

Welcome to SkyWatch Space Applications Inc. (“SkyWatc”, “we” , “u” or “ou” as context dictates). We are happy that you’re here. In order for you to use the SkyWatch Platform (as defined below) or obtain any assistance from us (collectively, the “Service”), you must be willing to abide by these terms below (these “Terms of Servic”) along with our Privacy Policy and our End User Data License Agreement (our “EUDLA”), which are incorporated by reference (these Terms of Service along with the Privacy Policy, End User Data License Agreement, and other policies we may add from time to time shall be referred to as the “Term”), which govern all the services we provide and all content and products available from the SkyWatch Platform.


These Terms of Service are Binding


Please read the terms carefully, as they contain important information about use rights, liability, your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes. If you do not wish to abide by either the Privacy Policy, End User Data License Agreement, or these Terms of Service, then you have no right to obtain Services from us or access or use any part of the SkyWatch Platform or information contained therein. Your use of the SkyWatch Platform signifies that you agree to the Terms. If you do not or are unable to agree to the Terms, do not use our SkyWatch Platform.

1. Understanding the Role of Each Party


(a) Our Role is Limited. We are only responsible for providing the SkyWatch Platform and for providing certain types of assistance to you in accessing ODP Data (as defined below). We provide services in our own personal or corporate capacities, and not as your employee, agent, or representative. SkyWatch will be responsible to support you on specific issues as set out in these Terms of Service.


(b) Other Parties’ Terms Also Appl. We have no role and assume no liability with respect to any User act or omission and any issue which arises between you and an Original Data Provider (see Section 12 below) and you agree to utilize ODP Data according to the rules set out in the End User Data Licence Agreement which contain specific obligations with respect to the data.


(c) On Behalf of Others. lease make sure that you ensure that all Users who utilize the SkyWatch Platform agree to the obligations and restrictions under the Terms, or else you covenant that you shall not allow them to utilize the Services. You are taking on responsibility for both yourself, whether individually or as an organization, as well as anyone who uses the SkyWatch Platform using the rights and licenses granted to you by SkyWatch (see Section 5 below). For any party or customers to whom you provide ODP Data, you shall be responsible for any non-compliance of such party or customer to the EUDLA (see Section 14 below).

2. Your Account

 

(a) Registration and Account Set-up. In order to utilize the SkyWatch Platform, you must register and create an account that is uniquely yours (your “Account”).

(b) Credentials Management and Incidents. You will: (1) keep your Account Details, password, and application programming interface (“API”) key (such items all your “Credentials”) strictly confidential and secure; (2) only share your Credentials with those who are authorized to represent you and execute a Transaction on your behalf, but please ensure such person abides by the Terms; and (3) inform us immediately if the confidentiality of any part of your Credentials has been compromised (e.g. you or someone you authorized has shared your Credentials with a third-party or you believe there’s a credible chance of the security of your Account being compromised).

(c) Suspicious Activity. If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have the obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.

(d) Cancellation of Account. Subject to subsection 2(e) and 11(d) of these Terms of Service, you may decide at any time to cancel your account. Accounts may be cancelled by contacting us at support@skywatch.co.

(e) Effect of Cancellation. Upon the cancellation of your Account you shall promptly pay any outstanding fees payable on your Account. Upon payment of all outstanding accounts we will delete your Account along with any information you provided us to setup your Account.

 

3. Transactions, Fees and Payment

 

(a) Budgets for Transactions.

(i) You do not have to pay a fee for general use of the SkyWatch Platform and will be charged $0 for processing, in any calendar month during the Term, up to two hundred (200) Gigabytes (GB) cumulatively of non-commercial ODP Data.

(ii) SkyWatch reserves the right to restrict your transactions or downloads in relation to non-commercial ODP Data if your transactions and downloads exceed reasonable limits. We may take any action as we deem reasonable under the circumstances including suspension of your Request privileges.

(iii) Requests for commercial ODP Data may be subject to fees, at rates set by the ODP. For each Request for commercial ODP Data, SkyWatch will check to confirm that (i) the Request is within the pre-defined credit amount, and (ii) the Request does not exceed the Budget.

(b) Executing Transactions. Requests for commercial Archival ODP Data (as defined below) may be modified or cancelled by you within three (3) hours of being requested on the SkyWatch Platform. Requests for commercial Future-Facing ODP Data (as defined below) may be modified or cancelled by you at any point prior to the Interval (as defined below) start date. Any Requests for commercial ODP Data not cancelled within those timelines are subject to the applicable fees.

(c) Payment Frequency and Interest. Applicable Transaction fees are charged and invoiced on the first day of each month subsequent to the Transaction date. If Payment is not received within ten (10) days of the month during which the Transaction occurred, the payable amounts will be subject to an interest rate of half a percent (0.5%), calculated daily, up to a maximum total interest rate of 60%, or until such amounts are paid, whichever comes first. In the event you are delinquent in payment of fees and your credit limit is reached, we may suspend such your Account until outstanding payments are settled.

(d) Refunds. You are entitled to receive a refund for any defective ODP Data, such determination subject to our review and agreement. If we terminate, suspend, or remove your Account within a billing cycle as a result of your violation of the Terms, we are not obliged to refund you any fees already paid by you, or pay any accrued fees. While you may discontinue your use of the SkyWatch Platform at any time without incurring a penalty, you may not be entitled to a refund of fees paid in relation to any ODP Data unless otherwise set out in these Terms of Service.

(e) Fee Disputes. In the event you, in good faith, dispute the fees payable under these Terms of Use, you must provide us a written notice in accordance to Section 18 within 60 days of the invoice to which your dispute relates. You acknowledge and waive all rights to dispute fees after 60 days of receipt of an applicable invoice.

(f) Currency and Taxes. All fees and transactions will be in US dollars and subject to all applicable taxes.

(g) Third-Party Payment Processors: You acknowledge that all Transactions involving payments must comply with the terms and conditions of the third-party payment service provider. We do not provide those payment services, are not a party to any license or agreement you may have with the applicable third-party payment provider, and will not be liable or responsible for your use of those third-party payment services.

 

4. Handling of Information

 

(a) Third-Parties May Handle Info. You agree that all information or data on the SkyWatch Platform or processed through the SkyWatch Platform may be, without further required consent by you, Handled (as defined below) by a third-party for either: (1) our business purposes, including transaction processing and data monitoring or storage; (2) for regulatory or other reasons which are imposed on us, in Canada, United States of America, or in any other jurisdiction we provide services; or for (3) the third-party’s own legitimate business purposes, provided however, third-parties shall only receive aggregated and non-confidential information. For further information, please consult our Privacy Policy.

(b) Confidentiality. Neither you nor we may Handle each other’s Confidential Information (as defined below) except as set out in the Terms. You acknowledge that you will protect any Confidential Information you receive pursuant to the Terms in the same manner that you protect your own Confidential Information of like kind, but in no event using less than a reasonable standard of care. A disclosure by a party of Confidential Information of the other party to the extent required by law shall not be considered a breach of the Terms, but the party so compelled will provide the Disclosing Party (as defined below) with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest such disclosure. A Receiving party (as defined below) will notify the other party promptly upon discovery of any unauthorized Handling of Confidential Information or any other breach of the Terms by the notifying Party. The Receiving Party will cooperate with the Disclosing Party to help the other Party regain possession of such Confidential Information and prevent its further unauthorized use and disclosure.

 

5. Representations, Warranties and Covenants

 

(a) You acknowledge and agree that you (and any User you allow to utilize the SkyWatch Platform): (1) are 16 years old or older; (2) have the authority to bind yourself, or such other party which you may be representing, to the Terms; (3) utilize the SkyWatch Platform under this license granted to you solely for purposes that are permitted by the Terms; (4) will not infringe or misappropriate the intellectual property rights of any third-party by use of the SkyWatch Platform; (5) will comply with all Laws and with all applicable SkyWatch policies in your utilization of the SkyWatch Platform; and (6) or an affiliated organization are not disallowed under any regulatory, governmental or other order from accessing the type of Services contemplated under the Terms.

(b) If you are using the SkyWatch Platform on behalf of an organization, you agree to the Terms on behalf of that organization, and represent you have authority to bind that organization to the terms contained herein. If you allow other Users (as defined below) to utilize the SkyWatch Platform pursuant to rights and access granted to you in these Terms of Service, you will be responsible for the conduct such Users, including any breach by such Users and the associated liabilities which may arise (see Section 14 below).

(c) Limitations and Restrictions.

(i) You covenant that you will not:

A. publish content that violates any party’s intellectual property rights or Laws in any form whatsoever, or fail to provide acknowledgments as required upon use of ODP Data as set out in the End User Data License Agreement;

B. allow other Users to use your Account to obtain Services or share your Account log-in details with any person other than those expressly authorized by you;

C. rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in a service bureau, or otherwise make SkyWatch Platform available to any third-party contrary to the Terms;

D. register for more than one Account or register for an Account on

someone else’s behalf;

E. misrepresent your identity (e.g. represent to anyone on the SkyWatch Platform that you are someone else or you are affiliated with someone that you are not);

F. with respect to a Transaction, make use of the SkyWatch Platform or the tools and services on the SkyWatch Platform to do anything other than to carry out activities which are normally related to activities conducted on the SkyWatch Platform;

G. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in the SkyWatch Platform;

H. damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the SkyWatch Platform;

I. copy, or make derivative work, unless approved by SkyWatch, from any part of the SkyWatch Platform in any medium, including use of a frame or border environment around the SkyWatch Platform, or other framing technique to enclose any portion or aspect of the SkyWatch Platform, using any device including using spiders, data mining, robots, or similar data gathering means;

J. access the SkyWatch Platform in order to build a commercially available product or service which competes with the SkyWatch Platform;

K. copy any features, functions, integrations, interfaces or graphics

which are part of the SkyWatch Platform;

L. violate any Laws;

M. make statements on any part of the SkyWatch Platform on any topic, particularly regarding other Users, ODP Content and the SkyWatch Platform, which could reasonably be considered false or misleading, including taking any action which represents the SkyWatch Platform as your own or as of a third-party;

N. wilfully tamper with the security of the SkyWatch Platform, including attempting to probe, scan or test the vulnerability of the SkyWatch Platform or to breach the security or authentication measures;

O. share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on SkyWatch that is not agreed upon by us in writing in advance of receipt of such data;

P. transmit any information, through the SkyWatch Platform or to Users in any other manner, which may: (1) be unlawful, threatening, abusive, libelous, defamatory; (2) refute or is contrary to what is set out anywhere in the SkyWatch Platform; (3) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (4) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third-party; and (5) violates the privacy of any third-party; or

Q. attempt to gain unauthorized access to the SkyWatch Platform or our computer systems or networks through hacking, password mining or any other means.

(ii) Reliance on SkyWatch Platform. Subject to Section 12, you acknowledge that SkyWatch is committed to helping you get the most out of your use of the SkyWatch Platform and as such, we will endeavour to update, revise and evolve our Platform. To the extent possible, we’ll try and update you in respect of changes we make to the Platform, including functionality changes and interoperability with other software and platforms.

 

6. License Regarding Comments

 

In certain circumstances, you may opt to provide Comments on the SkyWatch Platform. Comments can include any details or remarks about an Original Data Provider or ODP Data. In such case, you grant us a worldwide, royalty-free, perpetual, irrevocable and exclusive right to publish any such Comment, in any manner and at any time, solely at our discretion, and any intellectual property right arising in anything we develop in respect of such Comments shall vest solely in SkyWatch and you waive your right to assert any interest in such intellectual property. Regardless of any modification, except in respect of anything we develop associated with such Comments, you will indemnify SkyWatch with respect to any losses, claims or action which arise in connection with such Comments.

 

7. Aggregated Information.

 

SkyWatch owns all Aggregated Information (as defined below). Nothing herein will be construed as prohibiting us from using the Aggregated Information for any purpose seen fit by us including publication of, and creation of derivative works from the Aggregated Information, provided that such usage will not reveal to a third-party the identity of a User. For further information, please consult our Privacy Policy.

 

8. Monitoring of User Activity and Privacy

 

We may, solely at our discretion or at the request of a governmental authority, monitor, record or otherwise process all interactions utilizing the SkyWatch Platform. Further information is available in our Privacy Policy. Even though we are not a party to transactions between you and Original Data Providers and assume no liability for legal or regulatory compliance pertaining to use of ODP Data obtained through the SkyWatch Platform, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information about you or relating to a ODP in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.

 

9. Intellectual Property Rights

 

(a) Our IP is Ours. We retain ownership of all intellectual property rights of any kind related to the SkyWatch Platform, including applicable copyrights, patents, trademarks, other proprietary rights and those arising subject to your Comments (see Section 6). The Terms do not transfer any intellectual property between parties. We reserve all rights that are not expressly granted under the Terms.

(b) No Sharing without Permission. You will not provide us with any material or content which are subject to third-party intellectual property rights without having the right to do so.

(c) Your IP is Yours. You will own your information and retain ownership of all intellectual property rights not explicitly granted herein or pursuant to another agreement with us. You agree, however, that Aggregated Information is not User Data.

(d) ODP Data Has Its Own Rules. All ODP Data provided will be subject to the terms in the End User Data License Agreement and you agree to take the action as requested by us to ensure protection of a party’s intellectual property.

 

10. Permission for Communication

 

(a) We can contact you and you have freedom to opt out. We use email and other electronic means to stay in touch with you. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access of the SkyWatch Platform or use of any other service or tool provided through or on the SkyWatch Platform, you: (1) consent to receive communications from us in electronic formats, including via the email address you have submitted or other agreed upon contact methods; (2) can opt-out from receiving communication from any such party at any time by informing our Privacy Officer (see Privacy Policy), but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently rather than using the communication functions of the SkyWatch Platform; and (3) agree that the Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.

 

11. Term and Termination

 

(a) No Auto Termination. The Terms, and any payment obligations, will deemed to be applicable to you upon your acceptance of these Terms. Your Account will terminate only upon an actual deletion or deactivation of your Account through the means provided on the SkyWatch Platform. Abandonment or non-use of the Account will not lead to an automatic termination of your Account.

(b) We Reserve Right to Terminate. Subject to 3(d) and 11(d) of these Terms of Service, we may terminate your access to all or any part of the SkyWatch Platform at any time, acting reasonably, effective immediately and for any reason deemed appropriate in our sole discretion. We do not terminate accounts for non-trivial reasons - such termination will generally be due to your breach of a material term or a regulatory or security concern. We will aim to provide you notice of termination as soon as we can, and if possible, in advance of a termination.

Except for the provisions set out under Surviving Provisions the Terms will no longer be applicable to you if your Account is cancelled or terminated.

(c) If Your Account’s Terminated. Upon termination of your Account, (1) all rights, licenses, consents and authorizations granted to you herein will immediately terminate, (2) you must abide by all termination related obligations applicable to you in each applicable End User Data License Agreement governing ODP Data, (3) we may disable your access to services, including access to ODP Data, on the SkyWatch Platform, and (4) we will permanently erase all User Data, provided that, for clarity, such obligation does not apply to any Aggregate Data.

(d) Notwithstanding anything to the contrary in the Terms, with respect to information and materials then in our possession or control, (i) we may retain User Data in our backups, archives and disaster recovery systems until such User Data is deleted in the ordinary course and (ii) all information and materials in our possession or control will remain subject to all confidentiality, security and other applicable requirements of the Terms.

 

12. Disclaimer of Warranties.

 

(a) “AS IS” AND NO ENDORSEMENTS. IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT IN THE TERMS, THE SERVICES PROVIDED, INCLUDING ALL CONTENT ON, FUNCTION OF, AND TRANSACTIONS CONDUCTED OVER, THE PLATFORM ARE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US. WE DO NOT MAKE ANY WARRANTY, GUARANTEE OR REPRESENTATION AS TO THE ABILITY, COMPETENCE, QUALITY OR QUALIFICATION OF AN ORIGINAL DATA PROVIDER AND WE DO NOT REVIEW, CERTIFY, OR OTHERWISE CENSOR OR MANIPULATE ANY INFORMATION PROVIDED BY AN ORIGINAL DATA PROVIDER.

(b) NO PROMISE OF SECURITY OR CONFIDENTIALITY OR PROTECTION FROM HARM. TO THE FULLEST EXTENT OF THE LAW, WE DO NOT REPRESENT THAT ANY INFORMATION EXCHANGED BETWEEN A PARTY UNDER THE TERMS IS SECURE, EVEN IF WE BECOME AWARE OF ANY, OR ARE TOLD ABOUT, A POTENTIAL BREACH. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR ACCURACY. WE DO NOT WARRANT THAT THE SKYWATCH PLATFORM OR THE FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SKYWATCH PLATFORM OR ANY ITEM CONNECTED WITH THE SERVER IS FREE OF VIRUSES OR ANY HARMFUL COMPONENTS. ANY TRANSMISSION TO AND FROM THIS SKYWATCH PLATFORM, COMMUNICATION BETWEEN THE PARTIES OR ANY COMMENTS MADE BY YOU, ARE NOT CONFIDENTIAL. YOU AGREE THAT YOUR USE OF THIS SKYWATCH PLATFORM CREATES NO OBLIGATION UPON US AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THE TERMS.

(c) NO INSURANCE. YOU AGREE THAT YOU DO NOT EXPECT SKYWATCH OR ANY OF ITS AFFILIATES OR ANY SUCH ENTITY’S AGENTS, OFFICERS AND DIRECTORS TO PROVIDE INSURANCE IN REGARDS TO THE SKYWATCH PLATFORM AND EACH PARTY ACKNOWLEDGES THAT IT DOES NOT RELY ON THE INSURANCE OF ANY OTHER PARTY.

 

13. Limitation of Liability

 

(a) We Face No Liabilities Regarding Your Use. We will not be liable for any damages or losses arising from your use of the SkyWatch Platform, including any which arises as a result of the SkyWatch Platform’s integration with any third-party product or technology, or arising under the Terms. To the maximum extent permitted by applicable law, in no event will SkyWatch be liable to you for any loss of profits, interruption to business, harm to reputation, misuse of data, or for any incidental, direct, indirect, special, consequential or exemplary damages, however arising and whether or not we have been informed of the possibility of such damage, even if a remedy set forth in the Terms is found to have failed of its essential purpose. We will also have no liability for any failure or delay, including the failure of any integrated or ancillary third-party service used in conjunction with the SkyWatch Platform or for any failure of a third-party to keep safe any transactional information or other personal information about you.

 

14. Release and Indemnification

 

(a) You’ll Cover Us. You agree to indemnify and hold harmless SkyWatch, its officers, directors, employees, agents, successors and permitted assigns from and against any and all claims and associated expenses, including legal fees and disbursements, arising out of (1) use of the SkyWatch Platform, including its integration with any product or technology, (2) improper Handling of ODP Data, (3) allegation of facts that, if true, would constitute breach of the representations, warranties, covenants or obligations under the Terms, (4) negligence or willful misconduct, by you and any other User who uses the SkyWatch Platform pursuant to the rights granted to you herein, or (5) non-compliance of a party (see section 1(c) above) to our EUDLA.

(b) Your Disputes are Yours. In the event of any dispute between you and an Original Data Provider in connection with the SkyWatch Platform, you agree to grant SkyWatch and its officers, employees, directors, and agents and related entities a release from all claims, causes of action, demands and damages (actual and consequential) of every kind and nature whatsoever, known and unknown, arising out of or in any way connected with such dispute now or at any time in the future.

(c) For California Residents. In the event you are a California resident, you waive California Civil Code Section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

(d) We May Control Defense. We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.

 

15. Modifications

 

(a) Modification of Services. We will provide you a 60-day prior notice of all changes to the Platform which are not backwards compatible.

(b) We May Modify Terms. SkyWatch reserves the right, at our sole discretion, to amend the Terms at any time and will update the Terms in the event of any such amendments.

(c) You’re Responsible for Keeping Up-To-Date on Terms. If the Terms are modified in a way we consider significant, we will post the amended Terms on the SkyWatch Platform and send you a notice pursuant to Section 18 (Notice). Although we will take reasonable steps to notify you of such significant changes made, you are expected to check the Terms periodically for any amendments.

Your continued use of the SkyWatch Platform following such notification shall constitute your affirmative acknowledgement of the Terms, the modification and agreement to abide and be bound by the Terms, as amended. If at any time you choose not to accept the Terms, including following receipt of notification of any modifications made hereto, then please do not use the SkyWatch Platform and as applicable, terminate your Account.

(d) Ontario Law Rules. The Terms and any access to or use of the SkyWatch Platform shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario.

(e) We’ll Arbitrate If We Dispute. Before escalating an issue in to a dispute for which we need to utilize external resources, please first try contacting our Customer Success team (support@skywatch.co) which can resolve most issues in relation to the SkyWatch Platform. If any claim, dispute or controversy arises between you and us or any User who obtains Services under the Terms as a result of rights granted to you herein, and such issue cannot be resolved within a commercially reasonable timeframe, the dispute may be referred to arbitration pursuant to the International Commercial Arbitration Act, 2017, SO 2017, c 2. There shall be one arbitrator selected in accordance with the Rules. The parties to the dispute shall equally share the fees of the arbitrator and the facility fees and such parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Notwithstanding the foregoing, each disputing party shall have the right to seek injunctive or other equitable relief that may be related to the breach of confidentiality obligations (see Section 4(b)) or violation of the intellectual property rights set forth in the Terms.

(f) No Class Actions. You hereby waive any right you may have to commence or participate in any class action lawsuit against SkyWatch related to any claim, dispute or controversy and, where applicable, you hereby agree to opt out of any class proceeding against SkyWatch otherwise commenced.

 

16. Assignment of Agreement.

 

(a) We Can Assign. We may unilaterally assign or delegate the Terms, including these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time, provided however we will provide notice to you and all our obligations to you shall be assumed by the assignee.

(b) You Cannot Assign Without Permission. You may not assign or delegate any rights or obligations under the Terms without our prior written consent and any unauthorized assignment and delegation by you is void.

 

17. Relationship of the Parties.

 

Nothing contained in these Terms of Service shall be construed as creating any agency, legal partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

 

18. Notices.

 

Except as otherwise stated in the Terms or as expressly required by law, any notice to us shall be given in writing by certified postal mail to 14 Erb St. W, Waterloo, ON, N2L 1S7, Canada or by email to legal@skywatch.co. Any notice to you shall be given to the most current email address in your Account.

 

19. Other Rules of Interpretation

 

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; and the words “including”, “includes” and “include” mean “including without limitation”.

 

20. We Retain Rights Even If We Don’t Say or Do Anything.

 

Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in the Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

 

21. Force Majeure.

 

No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, flood, terrorist act, war, riot, theft, earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

 

22. Severance.

 

If any provision of the Terms is found to be invalid by a court of competent jurisdiction, the other provisions of the Terms will remain in full force and effect.

 

23. Publicity.

 

SkyWatch will only disclose your name and logo in a list of those who utilize the Service, and you may use the SkyWatch name and logo in the normal course to inform a party about your usage of the SkyWatch Platform, as applicable. Any additional publicity will require respective party’s prior written consent.

 

24. Surviving Provisions.

 

Only the following provisions of these Terms of Service will survive following any termination or expiration: Section 5 (Representations, Warranties and Covenants), 9 (Intellectual Property), 10 (Permission for Communication), 13 (Limitation of Liability), 14 (Release and Indemnification), 15(d) (Governing Law), 15(e) (Arbitration), 15(f) (Waiver of Class Proceedings), and this clause 24.

 

25. Entire Agreement.

 

The Terms, in combination with all SkyWatch policies and guidelines (including the Privacy Policy and End User Data License Agreement), incorporated by reference, constitute the entire agreement between you and SkyWatch and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of the Terms. In the event that the Parties have a validly executed non-disclosure agreement, the confidentiality obligations set out therein shall survive any termination or expiry of this Agreement.

 

26. Definitions

 

Account Details” means any User information deemed mandatory as part of registering for an Account.

Aggregated Information” or “Aggregate Data” means all information derived from your engagement with the SkyWatch Platform, including, usage information, data and other content and which is sufficiently different from User Data such that User Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Handling of such derived information, data or content.

Archival ODP Data” is ODP Data captured and available through the SkyWatch Platform prior to your Request for that data.

Budget” means the maximum dollar value you are willing to pay for ODP Data, as measured per kilometre square. This value is indicated by you via the Budget parameter in your Requests.

Certified” means being officially recognized as possessing certain qualifications, criteria or meeting certain standards.

Comments” means written statements, submitted by you on the SkyWatch Platform or otherwise to us, which sets out facts, ideas, feedback, or opinions.

Confidential Information” means all non-public information disclosed by either party, its affiliates, or their agents (as applicable, such entities collectively, the “Disclosing Party”) to the other party, its affiliates, or their agents (collectively, the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes,  without limitation (i) non-public information relating to the Disclosing Party’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs, (ii) third-party information that the Disclosing Party is obligated to keep confidential, and (iii) the details of the relationship, discussions or negotiations between the parties, but does not include any information that (i) is or becomes publicly available without breach of these Terms of Service (provided, however, information that is rumored or reported does not become public based only on such rumors or reports), (ii) was known by the Receiving Party prior to its receipt from the Disclosing Party, (iii) is disclosed to the Receiving Party from any third-party, except where the Receiving Party knows, or reasonably should know, that such disclosure constitutes a wrongful or tortious act, (iv) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; (v) is independently developed by the Receiving Party, or (v) is Aggregated Information.

Content” means any content featured or displayed throughout the SkyWatch Platform, including but not limited to ODP Data, text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, comments or ratings and other materials that are available on the SkyWatch Platform.

Future-Facing ODP Data” is ODP Data scheduled to be imaged at a future date.

Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” such as “Handling” has the same meaning depending on the context

Interval” means the period of time during which the fresh ODP data, for the area specified, is to be collected.

Interval Slack” means the period of time within which you agree to accept the fresh ODP Data after the end of an Interval.

Law” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.

an Original Data Provider (ODP)” means the owner and originating source for each ODP Data set as provided through the SkyWatch Platform.

ODP Data” means data, generally but not exclusively, taking the form of satellite data, which has been made accessible by use of the SkyWatch Platform. Can be commercial or non-commercial in nature.

Request” is achieved when making an API (POST/PUT) call. Contains a Budget value in the body.

SkyWatch EarthCache” is one of SkyWatch’s products.

SkyWatch Platform” means all of SkyWatch’s software including SkyWatch EarthCache, any SkyWatch Platform, or any services offered offline as part of SkyWatch’s business.

Subscription” means a non-exclusive, non-sublicensable, limited, and revocable right to access the SkyWatch Platform.

Transaction” means any downloading, purchase, use or otherwise handling of ODP Data on the SkyWatch Platform, including the exchange of monies in respect of Content or goods and or services as available through the SkyWatch Platform.

Use” means to utilize the SkyWatch Platform subject to the Terms.

User” means the party agreeing to these Terms of Service, or such party’s authorized agents and representatives, which receive Services pursuant to the Terms.

"User Data" means any data, information (including any information about an identifiable individual or an individual whose identity may be inferred or determined from the information) or other materials of any nature recorded in any form whatsoever disclosed or provided to SkyWatch by you at any time which is confidential in nature.