SANTORINI, GREECE, 3RD AUGUST 2017
📷 BY WORLDVIEW-3, 40CM RESOLUTION

Terms & Conditions

PRODUCT TERMS AND CONDITIONS

Version F1-28-19

PLEASE READ THESE PRODUCT TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY EUROPEAN SPACE IMAGING / DIGITALGLOBE PRODUCTS.

Your Order Confirmation, together with these Product Terms and Conditions and the applicable End User License Terms, are, collectively, your agreement for the license of European Space Imaging / DigitalGlobe Products (the “Agreement”). This Agreement constitutes a legally binding contract between European Space Imaging / DigitalGlobe, Inc., a Delaware corporation with offices located at 1300 W. 120th Avenue, Westminster, Colorado 80234 USA (“European Space Imaging / DigitalGlobe”), and Customer, as identified in the applicable Order Confirmation.

By signing or otherwise indicating acceptance of an Order Confirmation referencing these Product Terms and Conditions or downloading, accessing or using any European Space Imaging / DigitalGlobe Product, Customer is accepting and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to the terms and conditions of this Agreement. If you do not agree to the terms on the Order Confirmation or these Product Terms and Conditions, do not sign or otherwise accept an Order Confirmation and do not download, access or use any European Space Imaging / DigitalGlobe Product.

If Customer has an existing formal written agreement with European Space Imaging / DigitalGlobe governing the Products provided by European Space Imaging / DigitalGlobe in Customer’s Order Confirmation, the terms in that agreement will supersede any contrary terms in these Product Terms and Conditions. Further, to the extent that any license terms embedded in a product are not consistent with this Agreement, the terms in this Agreement will supersede any contrary terms in any embedded text.

  1. DEFINITIONS. Capitalized terms used in this Agreement are defined in Exhibit B.
  2. ORDER PROCESSING.

2.1 ORDER FORMS. Customer may order Products by completing an order form via the ordering process designated by European Space Imaging / DigitalGlobe from time to time. Following submission of an order form, European Space Imaging / DigitalGlobe will review the request and prepare an Order Confirmation.

2.2 ORDER CONFIRMATION. The Order Confirmation sets forth those Products European Space Imaging / DigitalGlobe offers to license to Customer, the license type, the number of Authorized Users (if applicable) and the license fee as well as other information relating to Customer’s order. Customer accepts an Order Confirmation by signing or otherwise indicating acceptance of an Order Confirmation (such as an email accepting the terms of the Order Confirmation) or by downloading, accessing or using any Product set forth on the Order Confirmation. Unless otherwise set forth on the Order Confirmation, each unaccepted Order Confirmation expires thirty (30) calendar days following the date the Order Confirmation is created; however, European Space Imaging / DigitalGlobe, in its sole discretion, may extend the expiration date of any Order Confirmation. If Customer accepts an Order Confirmation following the expiration date, that Order Confirmation will be effective and form part of the Agreement unless European Space Imaging / DigitalGlobe notifies Customer within five (5) calendar days that the Order Confirmation is rejected. Following acceptance by Customer of an Order Confirmation, Customer may only make changes to an Order Confirmation as set forth in Article 5 below.

2.3 REGULATORY APPROVAL. Customer understands that each Order Confirmation is subject to regulatory review after it is accepted by Customer. Accordingly, European Space Imaging / DigitalGlobe reserves the right to terminate any Order Confirmation upon notice via e-mail and without penalty if European Space Imaging / DigitalGlobe, in its sole discretion, determines that it is prohibited by law from fulfilling the order.

2.4 CONFLICTING TERMS. If any terms and conditions in an Order Confirmation are inconsistent with these Product Terms and Conditions, the terms and conditions in the Order Confirmation will govern. Customer waives, and European Space Imaging / DigitalGlobe rejects, any additional or inconsistent terms that may be included on Customer’s purchase orders, vendor forms, supplier registration portal(s), or otherwise submitted or referenced by Customer.

  1. PRODUCTS. Customer is responsible for determining which Products best meet its needs. European Space Imaging / DigitalGlobe reserves the right to discontinue developing, producing, licensing or distributing any Product and to modify, replace or add to the Product at its discretion at any time. All or part of the Products distributed under this Agreement may be provided by an Affiliate of European Space Imaging / DigitalGlobe.

3.1 END USER LICENSE TERMS. Products are licensed and not sold under this Agreement. With respect to each Product licensed by Customer, the license type is set forth in the applicable Order Confirmation. The End User License Terms that correspond to each license type are available at https://www.euspaceimaging.com/legal The applicable End User License Terms are incorporated by reference into this Agreement.

3.2 PRODUCT SPECIFIC TERMS AND CONDITIONS. Additional terms and conditions applicable to specific Products are set forth in Exhibit A.

4.1 TIME OF DELIVERY. Any delivery date and/or suggested end collection date set forth in an Order Confirmation is an estimate only. European Space Imaging / DigitalGlobe will not be liable if it fails to deliver a Product in accordance with a delivery date set forth in an Order Confirmation.

4.2 METHODS OF DELIVERY. Products will be delivered on DVD or external hard drive, via Electronic Delivery or via a European Space Imaging / DigitalGlobe Platform, as set forth in the applicable Order Confirmation and/or Product Specification. All Products are deemed accepted upon delivery.

(a) DVD and External Hard Drive. DVDs and external hard drives will be shipped FCA European Space Imaging / DigitalGlobe’s facility (Incoterms® 2010). Accordingly, European Space Imaging / DigitalGlobe will deliver the Products cleared for export to the carrier; Customer authorizes European Space Imaging / DigitalGlobe to select the carrier unless Customer notifies European Space Imaging / DigitalGlobe in writing that it has nominated a specific carrier. Customer is responsible for all transportation fees as well as customs clearance in the destination country and any customs fees, duties and taxes; these fees, duties and taxes are not included in the Fees for the Products. Title to the physical media (subject to the applicable End User License Terms granted to the Customer with respect to the Product) will pass to Customer at the port of entry of the destination country, prior to customs clearance.

(b) Electronic Delivery. European Space Imaging / DigitalGlobe will notify Customer by email when the applicable Product is available for download by Customer from the designated site. That email will also include instructions on how to download the Product(s). Products made available to Customer via Electronic Delivery are deemed to be delivered when the notification email is sent by European Space Imaging / DigitalGlobe. Customer will have fourteen (14) days from the date of this notification to download the Products from the designated site, after which the Products will be removed from the site.

(i) Extension Requests. During the original 14-day availability window, Customer may request one (1) extension of the time Products are available on the designated site free of charge. If Customer needs additional time to download the Products following the expiration of this extension, Customer must make an “Exact Copy Request” as described in Section 4.2(b)(ii) below.

(ii) Exact Copy Request. If Customer fails to download the Products while they are available on the designated site, Customer may request that an exact copy of the Products be provided via Electronic Delivery, DVD or external hard drive. A processing fee will apply. Delivery of the exact copy is subject to standard delivery times as described in Section 4.1 above.

(iii) Errors. If Customer is unable to download the Products from the designated site due to an error by European Space Imaging / DigitalGlobe, Customer must notify European Space Imaging / DigitalGlobe during the initial 14-day period or extension and provide European Space Imaging / DigitalGlobe with a description of the error and the orders affected. If European Space Imaging / DigitalGlobe determines that the error was caused by European Space Imaging / DigitalGlobe, European Space Imaging / DigitalGlobe will, at its option, either repost the affected Products to the site or deliver the Products to Customer via DVD or external hard drive, each at no additional cost to Customer.

(c) European Space Imaging / DigitalGlobe Platforms. Subscription Services Products are made available to Customer and its Authorized Users online via a European Space Imaging / DigitalGlobe Platform. The Subscription Services Products are deemed to be delivered when Customer has been provided credentials to access the applicable European Space Imaging / DigitalGlobe Platform and European Space Imaging / DigitalGlobe sends an email notifying Customer that the Subscription Services Products are available on the European Space Imaging / DigitalGlobe Platform.

(i) Authorized Access. Authorized Users will access the European Space Imaging / DigitalGlobe Platform via the Internet by means of a specific account and passwords provided by European Space Imaging / DigitalGlobe. Customer is solely responsible for the confidentiality, security and use of its passwords and account. European Space Imaging / DigitalGlobe will have the right to rely upon any information received from any person using a password or other security measures assigned to Customer and will incur no liability for this reliance.

(ii) Restrictions on Use. Customer is responsible for Authorized Users’ access and use of the European Space Imaging / DigitalGlobe Platform and compliance with this Agreement. Customer will use commercially reasonable efforts to prevent unauthorized access to and use of the European Space Imaging / DigitalGlobe Platform and will notify European Space Imaging / DigitalGlobe promptly of any unauthorized use of which it is aware.

(iii) Disabling Devices. Customer will use commercially reasonable efforts, including using a Virus detection/scanning program, in order to remove any Disabling Devices from its systems that may be transmitted to or otherwise present any harm to European Space Imaging / DigitalGlobe’s systems. If Customer determines that a Disabling Device has been transmitted to the systems or computers of European Space Imaging / DigitalGlobe, Customer will notify European Space Imaging / DigitalGlobe promptly of the transmission and the nature of the Virus or other device. European Space Imaging / DigitalGlobe may disable Customer’s access to the European Space Imaging / DigitalGlobe Platform and other European Space Imaging / DigitalGlobe computing systems and/or networks to protect European Space Imaging / DigitalGlobe’s computing systems and/or networks from a Disabling Device or if Customer breaches any of the security measures established by European Space Imaging / DigitalGlobe, including access or attempted access to the European Space Imaging / DigitalGlobe Platform by any unauthorized person. European Space Imaging / DigitalGlobe will notify Customer if it disables Customer’s access as soon as reasonably possible thereafter.

(iv) Changes. European Space Imaging / DigitalGlobe reserves the right, in its sole discretion, to add, revise and discontinue any Content and/or Tools in the Product and on the European Space Imaging / DigitalGlobe Platform and to make changes and modifications in specifications, construction and design of the Product and European Space Imaging / DigitalGlobe Platform.

(v) Anonymous Data.  European Space Imaging / DigitalGlobe may collect and use Anonymous Information and disclose it internally and to its third party service providers, to support and improve European Space Imaging / DigitalGlobe’s operations, offerings, products, and services. European Space Imaging / DigitalGlobe may also use Anonymous Data for product marketing, research and development activities. Customer understands and agrees that European Space Imaging / DigitalGlobe owns all Anonymous Information and European Space Imaging / DigitalGlobe is not restricted from using or disclosing such Anonymous Data in any way.

  1. Following acceptance of an Order Confirmation by Customer, an order may only be cancelled as follows:
ProductTime of CancellationCancellation Fees
General
All Products other than those Products specifically listed belowAfter acceptance of Order Confirmation by Customer100%
Tasking Products

Select New Collection Tasking & Select Plus New Collection Tasking
Prior to any Successful Collection.No charge.
After any Successful Collection100% of what is collected unless the Requested End Date has passed and the full collect has not been completed; however, if incremental delivery is requested, 100% of what is collected regardless

Single Shot Tasking
24 or more hours before access timeNo charge.
Less than 24 hours before access time100%

All cancellation fees will be invoiced by European Space Imaging / DigitalGlobe following cancellation. Customer will pay all cancellation fees as set forth in Article 6 below.

  1. FEES AND PAYMENT

6.1 FEES. Customer will pay European Space Imaging / DigitalGlobe the applicable license, subscription, service and other fees for those Products licensed or purchased by Customer, as set forth in the applicable Order Confirmation (collectively, “Fees”). Except as specifically set forth in this Agreement, all Fees are non-refundable.

(a) Subscription Services Products. Unless otherwise set forth in the applicable Order Confirmation, the fee applicable to any renewal term of a Subscription Services Product will be equal to European Space Imaging / DigitalGlobe’s then current fee on the date of renewal. If, with respect to any Subscription Services Product, European Space Imaging / DigitalGlobe offers a promotional fee or discount, unless otherwise set forth in the applicable Order Confirmation, that fee or discount will only apply to the first 12-month period of the Term (and not to any subsequent 12-month period in a multi-year term or any renewals).

6.2 INVOICES. European Space Imaging / DigitalGlobe or its Affiliate will invoice Customer for Products upon delivery unless otherwise set forth in Section 6.4 below or in Exhibit A. However, with respect to Subscription Services Products, unless otherwise set forth in the applicable Order Confirmation, the fee for the first 12-month period of the term will be invoiced upon delivery, and the fee for any subsequent 12-month periods of the Term will be invoiced on or after the first day of the applicable 12-month period.

6.3 CREDIT ACCOUNT. If Customer wishes to establish a credit account, Customer must complete a credit application and otherwise comply with European Space Imaging / DigitalGlobe’s requirements for establishing a credit account. European Space Imaging / DigitalGlobe may revoke Customer’s credit account at any time.

6.4 PAYMENT. If European Space Imaging / DigitalGlobe or its Affiliate authorizes a credit account, Customer must pay all invoices to European Space Imaging / DigitalGlobe or its Affiliate, as set forth in the applicable invoice, within thirty (30) days following the date of invoice. If Customer does not have a credit account or European Space Imaging / DigitalGlobe determines that Customer’s credit history and/or credit rating are not sufficient for the Order Confirmation, Customer may be required to pre-pay Fees, in which case Customer will be invoiced following acceptance of the Order Confirmation. All Fees are payable in US Dollars. All past due amounts will accrue interest at the lower rate of: (a) 1.5% per month; or (b) the highest rate permissible under applicable law. In the event of non-payment, European Space Imaging / DigitalGlobe reserves the right to suspend all current orders and any Subscription Services Products and refuse future orders until all past due amounts have been paid.

6.5 TAXES. All Fees do not include any sales, use, value-added, foreign withholding or other taxes, duties, fees, excises or tariffs imposed on the licensing, sale or use of the Products (collectively, “Taxes”). Customer is responsible for, and if applicable will reimburse European Space Imaging / DigitalGlobe within thirty (30) days of request, all Taxes and any related penalties, except for taxes imposed on European Space Imaging / DigitalGlobe’s net income. If Customer is required to withhold Taxes from payments, the amount due and payable to European Space Imaging / DigitalGlobe must still equal the Fees that would otherwise be payable had the Taxes not been withheld, and Customer must provide European Space Imaging / DigitalGlobe with a receipt or other acceptable documentation from the applicable taxing authority evidencing the payment of the Taxes.

  1. INTELLECTUAL PROPERTY.

7.1 TITLE AND OWNERSHIP. All right, title and interest in and to the Product(s), including all corrections, enhancements, or other modifications made by European Space Imaging / DigitalGlobe or any Third Party at European Space Imaging / DigitalGlobe’s direction, and all Intellectual Property Rights therein are the sole and exclusive property of European Space Imaging / DigitalGlobe or its suppliers, as applicable. Any permitted Derivatives of the Product(s) created by Customer pursuant to the End User License Terms may only be used by Customer in accordance with the use rights and restrictions set forth in the applicable End User License Terms for the underlying Product. All rights not expressly granted to Customer in this Agreement are reserved by European Space Imaging / DigitalGlobe.

7.2 PROPRIETARY RIGHTS NOTICES. Customer will not delete, alter, cover or distort any copyright, trademark or other proprietary rights notice placed by European Space Imaging / DigitalGlobe on or in the Products and will ensure that all notices are reproduced on all copies. Unless otherwise stated in the applicable End User License Terms, all Derivatives must include the following copyright notice on or adjacent to the Derivative: [Product] © [YEAR] European Space Imaging / DigitalGlobe, Inc.

7.3 THIRD PARTY CONTENT. Notwithstanding anything to the contrary contained in this Agreement, any Third Party Content included in a Product is subject to the terms and conditions of any end user license agreement or additional terms accompanying the Product and/or posted on European Space Imaging / DigitalGlobe’s website.

7.4 NO TRADEMARK LICENSE. Except as required in Section 7.2, Customer may not use the trademarks, service marks, trade name, domain name or other source identifiers of European Space Imaging / DigitalGlobe, or its Affiliates or suppliers, without the express written consent of European Space Imaging / DigitalGlobe.

  1. COMPLIANCE WITH END USER LICENSE TERMS

8.1 CERTIFICATION. Upon European Space Imaging / DigitalGlobe’s written request, and not more than once per calendar year, Customer will certify its compliance with the licenses granted under this Agreement. If Customer is unable to provide this certification, Customer will work in good faith with European Space Imaging / DigitalGlobe to convey the proper license type and remit the appropriate fees as remedy for any non-compliance. In addition, European Space Imaging / DigitalGlobe reserves the right to terminate all licenses and this Agreement for non-compliance in accordance with Section 11.2 of this Agreement.

8.2 AUDIT. European Space Imaging / DigitalGlobe or its authorized representative will have the right to perform an audit to determine Customer’s compliance with this Agreement and the licenses granted hereunder. Customer will grant European Space Imaging / DigitalGlobe auditors access to the business location(s), books and records, employees and/or contractors pertaining to Customer’s and its Group Member’s (if applicable) use of the Product. The audit will: (a) require a minimum of thirty (30) days prior written notice; (b) be conducted no more than once per calendar year; (c) be limited to a three (3) year audit period unless non-compliance findings are noted, in which case the audit period can be expanded; (d) be conducted during reasonable business hours; and (e) be subject to reasonable confidentiality requirements. However, with respect to any audit relating to MDA RADARSAT-2 Products required by applicable law, European Space Imaging / DigitalGlobe’s audit rights are not limited by the foregoing restrictions.

8.3 AUDITFINDINGS. If an audit results in a finding of non-compliance, European Space Imaging / DigitalGlobe may, at its discretion: (a) invoice any additional license fees due based on the standard European Space Imaging / DigitalGlobe fees in place at the time of the original license grant; (b) assess interest charges from the time of the original fee payment due date at the lower rate of: (i) 1.5% per month; or (ii) the highest rate permissible under applicable law; (c) recover the cost of the audit if additional fees exceed five percent (5%) of the fees paid during the audit period; and (d) terminate this Agreement and the European Space Imaging / DigitalGlobe licenses in accordance with Section 11.2(a) of this Agreement. Customer must pay these invoices within thirty (30) days following the date of invoice.

  1. LIMITED WARRANTIES AND DISCLAIMER.

9.1 LIMITED WARRANTY FOR PRODUCTS. European Space Imaging / DigitalGlobe warrants the Products only as set forth in the applicable End User License Terms.

9.2 DISCLAIMER OF WARRANTIES. Except as expressly warranted in the end user license terms or this article 9, the products are provided “as is,” without any warranty of any kind, whether express, implied or statutory, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, non-infringement or non-misappropriation of intellectual property rights of a third party, custom, trade, quiet enjoyment, accuracy of information, content or results, or conditions arising under any other legal requirement. NEITHER EUROPEAN SPACE IMAGING / DIGITALGLOBE NOR ITS SUPPLIERS WARRANT that the products will be accurate, current or complete, that the products will meet customer’s needs or expectations or that the operation of the products will be error free or uninterrupted. Further, spatial, spectral and temporal accuracy is not guaranteed.

  1. LIMITATION OF LIABILITY.

10.1 WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EUROPEAN SPACE IMAGING / DIGITALGLOBE, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE TO DATA, INACCURACY OF DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

10.2 CAP ON LIABILITY. IN NO EVENT WILL THE TOTAL LIABILITY OF EUROPEAN SPACE IMAGING / DIGITALGLOBE, ITS AFFILIATES AND ITS SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT(S) AND THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM.

10.3 DISCLAIMER. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS AND STATUTORY CLAIMS.

  1. TERM AND TERMINATION.

11.1 TERM. The Term of this Agreement commences upon acceptance of the Order Confirmation and continues until terminated as provided in Section 11.2 below. Unless otherwise set forth in the applicable Order Confirmation, Customer’s license and/or subscription to use the Product will begin upon delivery of the applicable Product and continue for that period set forth in the applicable Order Confirmation or End User License Terms, unless earlier terminated as provided in the End User License Terms or Section 11.2 below.

11.2 TERMINATION.

(a) By European Space Imaging / DigitalGlobe. In addition to those termination rights set forth in the applicable End User License Terms, European Space Imaging / DigitalGlobe may terminate this Agreement and associated license rights upon written notice to Customer if Customer or any Group Member, if applicable, (a) breaches Section 3, 6, 7, 8, 12.6, 12.7, or 12.8 of this Agreement; (b) breaches any provision of this Agreement applicable to an MDA RADARSAT-2 Product; or (c) materially breaches any other provision of this Agreement and fails to cure the breach within thirty (30) days after receiving written notice to do so. In addition, European Space Imaging / DigitalGlobe reserves the right to suspend Customer’s access to Subscription Services Products or terminate this Agreement, effective immediately upon written notice, if Customer fails to pay any portion of the Fees when due within ten (10) days after receiving written notice from European Space Imaging / DigitalGlobe that payment is past due. European Space Imaging / DigitalGlobe may also suspend Customer’s access to Subscription Services Products if Customer’s usage exceeds the usage limits set forth in the Order Confirmation or applicable Product Specification. Fees will continue to accrue during any suspension.

(b) By Customer. Customer may terminate this Agreement upon written notice if European Space Imaging / DigitalGlobe materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice from Customer. Customer may terminate this Agreement and associated license rights at any time by (a) permanently deleting the Product and Derivatives from all devices and systems and destroying any copies on disk; and (b) certifying to European Space Imaging / DigitalGlobe in writing that all copies of the Product and Derivatives have been deleted or destroyed; however, Customer is still responsible for paying all Fees in full. Notwithstanding the foregoing, if this Agreement expires or is terminated for a reason other than a breach by Customer, Customer may retain Data Derivatives to the extent permitted in the applicable End User License Terms for the underlying Product.

11.3 OBLIGATIONS UPON TERMINATION. Upon the termination or expiration of this Agreement: (a) Customer will, within ten (10) days, pay in full to European Space Imaging / DigitalGlobe all outstanding Fees; (b) all licenses and subscriptions will immediately terminate and Customer will immediately cease all use of the Products and Derivatives thereof; and (c) Customer must permanently delete the Products and Derivatives thereof from all devices and systems and destroy any copies on disk. Within ten (10) days following termination or expiration, Customer must certify to European Space Imaging / DigitalGlobe in writing that all copies of all Products and Derivatives have been deleted or destroyed. The expiration or termination of this Agreement does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.

11.4 SURVIVAL. The following Articles and Sections will survive the termination or expiration of this Agreement: Articles 6, 7, 8, 9, 10 and 12 and Sections 11.2 and 11.3, and any other provisions of this Agreement that by reasonable interpretation are intended by the parties to survive the termination or expiration of this Agreement.

  1. GENERAL TERMS.

12.1 ENTIRE AGREEMENT. This Agreement, including the Order Confirmation, these Product Terms and Conditions, and the End User License Terms, constitutes the entire agreement between the parties with respect to the transactions contemplated hereby and supersedes all previous and contemporaneous agreements, understandings and arrangements with respect to these transactions, whether oral or written. The titles and headings are for reference purposes only and will not limit the construction of this Agreement, which will be considered as a whole. Unless explicitly stated otherwise in writing, any inconsistency in any documents that comprise this Agreement will be resolved by giving precedence in the following order: (1) the applicable End User License Terms; (2) the Order Confirmation; (3) these Product Terms and Conditions; and (4) any other documents referenced herein.

12.2 ASSIGNMENT. Customer may not transfer or assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part and including any transfers by operation of law, without the prior written consent of European Space Imaging / DigitalGlobe. Any attempted assignment or transfer in violation of this Section will be null and void. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

12.3 AMENDMENT. This Agreement may be amended or supplemented only by a writing that refers to this Agreement and that is signed by both parties.

12.4  WAIVER. The failure or delay by a party to require performance of any provision of this Agreement does not constitute a waiver. All waivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.

12.5 SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.

12.6 COMPLIANCE WITH LAWS. Customer is responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and this Agreement, and agrees to comply with all these laws, regulations and other legal requirements including, without limitation, the Foreign Corrupt Practices Act of the United States of America and the Convention on Combating Bribery of Foreign Government Officials.

12.7 INTERNATIONAL TRADE COMPLIANCE. The Product is subject to the customs and export control laws and regulations of the United States, Canada, and any country in which the Product is manufactured, received or used, including, without limitation, the Export Administration Regulations and the International Traffic in Arms Regulations. Customer will comply with these laws, regulations and rules in the performance of its obligations under this Agreement. Further, Customer will not provide the Product to blocked, prohibited or restricted individuals and entities as required by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), including, without limitation, the Denied Persons List, Unverified List and Entity List. Customer will not knowingly do business with criminal organizations, terrorist organizations or other people or groups, either directly or indirectly, that are likely to use the Product for purposes that are illegal or adverse to the interests of the United States Government, Canadian Government or European Space Imaging / DigitalGlobe generally. Customer will provide European Space Imaging / DigitalGlobe with the assurances and official documents that European Space Imaging / DigitalGlobe may request periodically to verify Customer’s compliance with this Agreement.

12.8 DATA PROTECTION. If delivery, creation, or Customer’s use of the Product will involve the Processing of Personal Data, Customer will comply at all times with applicable laws, regulations and other legal requirements. Customer will ensure that it has in place a privacy policy that provides transparent communication of the Processing activities and the rights of Data Subjects. Additionally, Customer will employ adequate technical and organizational security measures to protect Personal Data against a personal data breach.

12.9 GOVERNING LAW AND DISPUTE RESOLUTION. All matters arising out of or relating to this Agreement will be governed by and construed under the laws and using the method of dispute resolution indicated below, based upon where Customer is domiciled:

If Customer is domiciled in:The governing law is:Any suit, action or proceeding arising out of or relating to this Agreement must be:
A country in North America, South America or Central AmericaNew York and controlling United States federal lawInstituted in the United States District Court for the Southern District of New York or the state courts located in New York, New York
China, Hong Kong or TaiwanHong Kong lawReferred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Center ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration will be Hong Kong.
JapanJapanese lawReferred to and finally resolved by arbitration administered by the London Court of International Arbitration ("LCIA") under the LCIA Rules in force when the notice of arbitration is submitted. The seat of arbitration will be London.
Korea or MongoliaHong Kong lawReferred to and finally resolved by arbitration administered by the London Court of International Arbitration ("LCIA") under the LCIA Rules in force when the notice of arbitration is submitted. The seat of arbitration will be London.
Australia, New Caledonia, New Zealand or South Pacific IslandsLaws of New South Wales, AustraliaInstituted in the state and federal courts located in Sydney, Australia.
All other countries in the Asia Pacific regionSingapore lawReferred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") under the Arbitration Rules of the SIAC in force when the notice of arbitration is submitted. The seat of arbitration will be Singapore.
A country in Europe, Middle East or AfricaLaws of England and WalesReferred to and finally resolved by arbitration administered by the London Court of International Arbitration ("LCIA") under the LCIA Rules in force when the notice of arbitration is submitted. The seat of arbitration will be London.

Each party irrevocably submits to the exclusive jurisdiction of the applicable court set forth above. However, each party will have the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. With respect to arbitration, there will be one arbitrator and the proceedings will be conducted in English. The party or parties prevailing in any legal actions, arbitration or other proceeding relating to this Agreement, whether in arbitration, at trial or upon appeal, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.10 NOTICES. Except for routine operational correspondence, all notices, demands, consents and other communications required or permitted to be given under this Agreement must be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when: (a) personally delivered; (b) sent by registered or certified mail (postage prepaid, return receipt requested); (c) sent by nationally-recognized private carrier (e.g., Federal Express, DHL, etc.) (with signature required and all fees prepaid); or (d) sent by email with confirmation of transmission. Notices will be sent to Customer at the address set forth in the Order Confirmation (or if none is specified, the address to which European Space Imaging / DigitalGlobe sends invoices). Notices to European Space Imaging / DigitalGlobe must be sent to (a) legalservices@European Space Imaging / DigitalGlobe.com, if electronic; and (b) to 1300 W. 120th Avenue, Westminster, Colorado 80234, USA, if sent in hard-copy.

12.11 CONTROLLING LANGUAGE. This Agreement is drafted in the English language only. English will be the controlling language in all respects, and all versions of the Agreement in any other language are for accommodation only and will not be binding on the parties. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

12.12 FORCE MAJEURE. Except for Customer’s obligation to make payment under this Agreement, neither party will be liable for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent the failure or delay is caused by or results from acts or events beyond that party’s reasonable control, including, without limitation: acts of God; fire; water damage; natural disaster (including earthquakes, storms, and floods); power or utility outages; strikes; war, military action, or act of terrorism; medical crisis or epidemic; a total or partial loss, malfunction, or failure of a satellite, ground station, or communications network, whether temporary or permanent; a change in law or regulation (including export control regulations); acts of government authorities; or an order or judgment of a court (not arising out of breach by the party of this Agreement). The party suffering a force majeure event will promptly give notice to the other party, stating the period of time the occurrence is expected to continue.

12.13 EQUITABLE REMEDIES. The parties agree that a breach or threatened breach by Customer of its obligations under this Agreement would give rise to irreparable harm to European Space Imaging / DigitalGlobe and that European Space Imaging / DigitalGlobe will be entitled to seek equitable relief (without any requirement to post bond), including injunctive relief or specific performance of the terms, in addition to any other remedy to which it is entitled at law or in equity.

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