Product-Specific Terms

Types of Products:

 


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

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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

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Terms and Conditions applicable to Offline DSM and Offline Textured Mesh [V1] before 17 Sep 2018

These terms and conditions are only applicable to you if you have purchased the Offline DSM and/or Offline Textured Mesh Product before 17 Sep 2018. For terms and conditions applicable to Offline DSM and/or Offline Textured Mesh purchased from 17 Sep 2018 onwards, please see next heading below or click HERE

  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 - 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 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.

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Terms and Conditions applicable to Offline DSM and Offline Textured Mesh [V2] from 17 Sep 2018 onwards 

These terms and conditions are only applicable to you if you have purchased the Offline DSM and/or Offline Textured Mesh Product from 17 Sep 2018 onwards. For terms and conditions applicable to Offline DSM and/or Offline Textured Mesh purchased before 17 Sep 2018, please see heading above or click HERE

  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 or within a time frame that is mutually agreed in writing. 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 receives the Offline Products from Nearmap.

  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), 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. FTP means file transfer protocol;

    2. HDD means hard disk drive; 

    3. Land Parcel means a specific parcel of land with a specific address; and

    4. 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.

    5. 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.

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