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These Terra Labs Business Terms govern the use of our Services for businesses.
These Business Terms are an agreement between Terra Labs AB, reg. no. 559426-6123 (“we” or “us”) and you (the “Customer”) that governs your use of our Services (as defined below). By signing up to use the Services, you agree to be bound by these Business Terms. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these Business Terms for an entity, that you have legal authority to bind that entity. If you are entering these Terms on behalf of an entity, the term “you” or “Customer” will apply to both you the individual using these terms, and the entity you are representing, as the case may be. These Business Terms also refer to and incorporate the Privacy Terms, Cookie Policy and any other guidelines or policies we may provide to you in writing (the “Terra Labs Policies”) and any order form signed by you and Terra Labs that you use to purchase the Services (an “Order Form”) (collectively, the “Agreement”).
1 Services
1.1 Use of Services
We grant you a non-exclusive, non-transferable right to access and use the Services during the Term (as defined below). This includes the right to use the “Product”, defined herein as Terra Labs’ application where you can evaluate, compare and analyze satellite data estimations providing insights relating to a specific requested area (each an “Area”). “Services” means any services for businesses and consumers that we make available in the Product for purchase via subscription (“Paid Plan”) or free use (“Free Plan”), as described on our Webpage or in an Order Form (each a “Plan”), along with any of our associated software, tools and documentation. You are solely responsible for all use of the Service and evaluating the information provided for accuracy and appropriateness for your use case, including by utilizing human support as appropriate.
1.2 Responsibilities for Your Account
The Service is provided to you to examine Areas you have a legitimate interest in. You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.
2 Restrictions
We own all right, title, and interest in and to the Services and the Product. You only receive rights to use the Services as explicitly granted in this Agreement. You will not:
use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or Terra Labs Policies;
use the Services or Customer Content (as defined below) in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;
reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law); or
use the Service to develop any artificial intelligence models that compete with our products and services.
3 Content
3.1 Customer Content
You may provide photos, confirmations and other information to the Services (“Customer Content”). As between you and Terra Labs, and to the extent permitted by applicable law, you retain all ownership rights to your Customer Content and grant Terra Labs a non-exclusive, global, perpetual, and irrevocable right to use, modify and process the Customer Content for the purpose of providing, maintaining, developing, and improving our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.
3.2 Your Obligations for Customer Content
You are responsible for all Customer Content and represent and warrant that you have all rights, licenses, and permissions required to provide such input to the Services.
4 Confidentiality
4.1 Use and Nondisclosure
“Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.
4.2 Exceptions
The obligations in Section 4.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 4 by its employees and contractors. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.
5 Security
5.1 Information security process
We have developed an information security process designed to (a) protect the Services and Customer Content against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks, including through regular risk assessments and testing.
5.2 Our Security Obligations
As part of our information security process, we will: (a) implement and enforce policies related to electronic, network, and physical monitoring and data storage, transfer, and access; (b) deploy production infrastructure behind VPNs where possible; (c) require multi-factor authentication for employees; (d) configure network security, firewalls, accounts, and resources for least-privilege access; (e) maintain a logging and incident response process; (f) maintain corrective action plans to respond to potential security threats; and (g) conduct periodic reviews of our security and the adequacy of our information security program as aligned to industry best practices and our own policies and procedures.
6 Term and termination
6.1 Users of a Free Plan
If you are accessing the Product via a Free Plan, the term of this Agreement will commence upon your online acceptance of these Business Terms.
6.2 Users of a Paid Plan
If you are accessing the Product via a Paid Plan, the term of this Agreement will commence on the later of the Effective Date of the Order Form or upon your online acceptance of these Business Terms and will remain in effect until the end of your Subscription Period, as defined below (the “Term”). A Subscription Period is twelve (12) months from the Effective Date on the latest effective Order Form. The Subscription Period will automatically renew for successive 12 month periods unless either of us gives the other notice of its intent not to renew.
6.3 Termination
If you are using a Free Plan, you may terminate this Agreement at any time by deleting your account. If you are on a Paid Plan you can terminate the Services at any time by giving us a notice in writing at least three months before the start of the next renewal period to support@terralabs.com. The Agreement will be terminated following the end of your Subscription Period. Both you and Terra Labs may terminate this Agreement upon written notice if (a) the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend your access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the Terra Labs Policies. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.
6.4 Effect of Termination
Termination or expiration will not affect any rights or obligations, including the payment of any amounts due under this Agreement up to the date of termination or expiration of your Subscription Period. For the avoidance of doubt, termination does not give rise to any repayments of any amounts already paid or fallen due. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will delete all Customer Content from our systems within 3 months of expiry of the Agreement, unless we are legally required to retain it.
7 Payment and invoicing
7.1 Fees and Billing
You agree to pay all fees charged to your account (“Fees”) according to the prices and terms relating to your Plan on the Pricing Page on our website, or as otherwise stated in an Order Form. Payment for the Services for those who have purchased a Paid Plan are made annually in advance unless stated otherwise in the Order Form or on the Pricing Page. Your Fees may change if you extend the Services to additional Areas or otherwise change your Plan. When you do this we will send you an updated Order Form including your new Subscription Period and Fee. Price changes on the Pricing Page will be effective immediately for all price decreases or changes made for legal reasons. All other price changes will be effective 30 days after they have been updated. You authorize us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted. Fees are exclusive of VAT and taxes and are due 30 days following invoice issuance, unless otherwise agreed in the Order Form. Payments are nonrefundable.
7.2 Disputes and Late Payments
To dispute an invoice, you must contact disputes@terralabs.com within thirty (30) days of issuance. If payment in full of any invoice is not made on or before the due date, interest will accrue in accordance with Swedish law and we may suspend the Services immediately after providing written notice of late payment.
8 Privacy
8.1 Personal Data
If your use of the Services includes processing of personal data, we act as the data controller of any personal data processed by us. More information about how we process personal data can be found in our Privacy Notice.
9 Disclaimer
9.1 The Services are provided “as is”
We and our affiliates and licensors hereby disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, non infringement etc. The Services are produced using various data sources and artificial intelligence and should be used as one source of information but does not substitute actual and physical examination of an Area. We recommend that you always investigate diligently (and seek expert advice when needed) before making any decisions in relation to any information provided. Despite anything to the contrary, we make no representations or warranties (a) that use of the Services will be uninterrupted, error free, or secure, (b) that defects will be corrected, or (c) that Customer Content will be accurate.
10 Limitation of Liability
10.1 Limitations on Indirect Damages
Except for (i) a party’s gross negligence or willful misconduct, (ii) your breach of Section 2 (Restrictions), (iii) either party’s breach of its confidentiality obligations under Section 4 (Confidentiality), or (iv) our breach of Section 5 (Security), neither you nor Terra Labs or our respective affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if that party has been advised of the possibility of those damages.
10.2 Liability Cap
Except for (i) a party’s gross negligence or willful misconduct, each party’s total liability under the Agreement will not exceed the total amount you have paid to us in the twelve (12) months immediately prior to the event giving rise to liability. The foregoing limitations will apply despite any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.
11 Modifications to these Business Terms and the Terra Labs Policies
11.1 Updates
We may update these Business Terms or the Terra Labs Policies by providing you with reasonable notice, including by posting the update on our website. If, in our sole judgment, an update materially impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we post the updated Business Terms or Terra Labs Policies. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement under Section 6.3 (Termination).
11.2 Exceptions to Updates
Except for an update to comply with applicable law, updates to these Business Terms or the Terra Labs Policies will not apply to: (a) Disputes (as defined below) between you and Terra Labs arising prior to the update; or (b) Order Forms signed by you and Terra Labs (as opposed to an automated ordering page) prior to us notifying you of the update. However, to the extent an update relates to a Service or feature launched after an Order Form is signed it will be effective upon your first use of such Service.
12 Dispute Resolution
12.1 Governing law and arbitration
These Terms shall be construed in accordance with and governed by Swedish law. You and Terra Labs agree to resolve any claims arising out of or relating to this Agreement or our Services, regardless of when the claim arose, even if it was before this Agreement existed (a “Dispute”), through final and binding arbitration.
12.2 Arbitration Forum
Any Dispute shall be finally settled by arbitration administered by the Stockholm Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English.
13 Miscellaneous
13.1 Headings
Headings in these Business Terms are inserted solely for convenience and are not intended to affect the meaning or interpretation of these Business Terms.
13.2 Feedback
If you provide us with feedback regarding the Services (“Feedback”), you grant us the right to use and exploit Feedback without restriction or compensation.
13.3 Publicity
You may use our name and marks to describe your use of the Services solely with our prior written consent. We will not publicly use your name or marks without your prior written approval.
13.4 Force Majeure
Except for payment obligations, neither you nor Terra Labs will have any liability for failures or delays resulting from conditions beyond your or Terra Labs’ reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.
13.5 Assignment
This Agreement cannot be assigned other than as permitted under this Section 13.5 (Assignment). We may assign this Agreement to an affiliate without notice or your consent. Both you and Terra Labs may assign this Agreement to a successor to substantially all the respective party’s assets or business, provided that the assigning party provides reasonable (at least 30 days) prior written notice of the assignment. This Agreement will be binding upon the parties and their respective successors and permitted assigns.