Effective 8 July 2020
1. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D Export Product.
2. Export Allowance –
(a) The 3D Export Product includes an allocated Export Allowance that may be used by the Licensee to select an area within the Coverage Area to export from the Website into available 3D format.
(b) Each time the Licensee exports an area into 3D format, the area will count towards reducing the Licensee’s Export Allowance.
(c) The types of 3D format available for export will be at Nearmap’s sole discretion.
(d) Unused Export Allowance will not be rolled over to the next Period.
(e) The Licensee will not be able to export an area into 3D format where its’ Export Allowance remaining at the time of executing an export is less than the area for exporting.
3. Export Restrictions – The Licensee acknowledges that certain export restrictions apply to the 3D Export Product, such as a minimum export area size and a maximum export area size, which are specified in the relevant Nearmap documentation from time to time.
4. Retaining 3D data – Notwithstanding any other clauses in the Agreement, the Licensee may store 3D data exported from the Website to be used for the Permitted Purposes, and the Licensee may continue to retain any such exported 3D data until the Agreement expires or is terminated, at which point the clauses in the Agreement requiring the Licensee to delete, destroy or return to Nearmap all Products and clause 6 of these Product-Specific Terms apply.
5. Top Up Blocks – If the Licensee is about to exceed its Export Allowance, the Licensee may purchase additional Top Up Blocks. The Top Up Blocks purchased will only be added to the Licensee’s usage account once payment has been made within the payment term specified on the invoice.
6. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all 3D Export Products provided under this Agreement.
7. Third Party Access – The Licensee is permitted to make the exported 3D data available to third party contractors that are providing visualisation services, including but limited to animation, presentation and static imagery creation (“Visualisation Work”) to the Licensee strictly to the extent necessary for the third party to provide Visualisation Work to the Licensee only. At all times, the Licensee remains responsible and liable for all acts and omissions of any such third parties in connection with the use of the exported 3D data.
8. Renewal –
(a) Where the Agreement is further renewed (regardless if it is automatically or manually renewed), subject to the payment of the Fees, the Licensee may continue to use the 3D Export Products, which were exported by the Licensee under the initial Agreement, for the Permitted Purpose for the Renewal Term.
(b) If a Top Up Block has been purchased during the Term in addition to the existing 3D Export Product, the Top Up Block will not be included in any auto-renewal of the Agreement.
9. Definitions - For the purposes of this Product-Specific Terms:
(a) Derivative Works, specifically in relation to the Licensee’s use of the 3D Export Product, means any new work created by or for the Licensee that incorporates the 3D data where the 3D data cannot be separated and used on its own. For the avoidance of doubt, when the file format or file type of a Product has been amended, it remains a Product, and is not considered a Derivative Work.
(b) Export Allowance means the area allowance specified in the “Allowance” column of the Quote, unless otherwise agreed in writing between Nearmap and the Licensee.
(c) Top Up Block means any additional data blocks as specified on the Quote for the purchase of additional allowance at the then current price.
This bundled product includes 3D Export and 3D Viewer. Nearmap Product-Specific Terms shall apply to 3D Export and 3D Viewer. The 3D Export Pro (including all of the bundled Products) will automatically renew for further periods in accordance with the terms of the Agreement, unless otherwise agreed in writing between the parties.
Effective 1 Apr 2020
1. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D Viewer Product.
2. Additional Uses – The Licensee is permitted to capture static images or video snapshots of 3D Viewer Product using any available print screen or video capture function and use the static images or video snapshots for purposes of creating Derivative Works. Derivative Works specifically in relation to the Licensee’s use of the 3D Viewer Product means any new work created by or for the Licensee that incorporates or embeds static images or video snapshots of the 3D data.
1. Renewal – If a Top Up Block has been purchased during the Term in addition to the existing Annual Allowance Product, the Top Up Block will not be included in any auto-renewal of the Agreement.
2. Periodic Data Allowance – If the amount of data consumed by the Licensee in any given Period is less than the Periodic Data Allowance, including any applicable Top Up Blocks, the balance will not be rolled over to a following Period.
3. Top Up Blocks – If the Licensee is about to exceed its Periodic Data Allowance, the Licensee may purchase additional Top Up Blocks. The Top Up Blocks purchased will only be added to the Licensee’s usage account once payment has been made within the payment term specified on the invoice.
4. Clause 1.6(d) of the Agreement is deleted in its entirety.
5. The definition of “Excess Data Rate” is deleted in its entirety.
6. For the purposes of this Product-Specific Terms,
(a) Annual Allowance Product means “Nearmap Vertical - Annual Allowance” and “Nearmap Oblique - Annual Allowance” Products, as specified on the Quote. For the avoidance of any doubt, any references to “Products” in the Agreement also refers to the Annual Allowance Product;
(b) Periodic Data Allowance also means the data allowance specified in the “Allowance” or “Annualized Estimated Usage” column of the Quote, unless otherwise agreed in writing between Nearmap and the Licensee;
(c) Top Up Block means any additional data blocks as specified on the Quote for the purchase of additional data allowance at the then current price.
General Provision – Where the Licensee has purchased the ArcGIS Integration Product, the Product-Specific Terms for Nearmap Sync apply.
Nearmap Sync – Nearmap Sync connects MapBrowser to designated Platform Software and allows the Licensee to view certain Products or Content or other Nearmap Data within MapBrowser during the Term simultaneous with corresponding third-party content in the Platform Software. Nearmap Sync may be comprised of any of the following Products: Nearmap Widget, GeoData Link, and Delegated Authentication.
(a) Nearmap Widget – The Products and Content available through Nearmap Widget shall be determined at the sole discretion of Nearmap;
(b) GeoData Link – The Product-Specific Terms for GeoData Link apply to the Licensee’s use of GeoData Link in Nearmap Sync;
(c) Delegated Authentication – The Product-Specific Terms for Delegated Authentication apply to the Licensee’s use of Delegated Authentication in Nearmap Sync; and
(d) Additional Code – At Nearmap’s sole discretion, a specific code package or executable file may be provided to the Licensee. which the deliverables could include, but is not limited to, code, scripts, and configuration files required for integration.
License to Platform Software – In order to use Nearmap Sync, the Licensee must have an active License to Platform Software. The Licensee is solely responsible for obtaining, maintaining, and complying with the terms applicable to its License to, and use of, Platform Software during the Term. Nearmap does not procure for or provide the Licensee with a License to Platform Software. Nearmap is not responsible for any errors or omissions in any Platform Software and Nearmap disclaims any and all liability regarding the Licensee’s License to or use of Platform Software.
Periodic Allowance – The Licensee’s use of Nearmap Sync is not subject to any Periodic Allowance. However, Periodic Allowance may apply to certain Products or Content consumed via Nearmap Sync.
Definitions.
(a) MapBrowser means Nearmap’s online web application accessible through the Website.
(b) Nearmap Widget means the Nearmap technology that embeds Nearmap software and data and allows the Licensee to access certain Products or Content.
(c) Platform Software means a third-party software product or platform that supports the integration of Products or Content through Nearmap Sync.
1. Licence – Subject to the Agreement, Nearmap grants the Licensee a limited, non-exclusive, non-transferable licence to use the Beta Products for evaluation and/or testing by the Licensee in the ordinary course of its business for the Trial Period. Notwithstanding anything to the contrary in the Agreement, the Beta Products are for internal use by the Licensee and its employees only.
2. Products – The Licensee will receive access to the Beta Products as set forth on the Quote or other written instrument that is ratified by Nearmap. Nearmap may in its absolute discretion extend or cease access to the Beta Products during the Trial Period. The parties may add new Beta Products at any time through the mutual written agreement (email deemed sufficient), at all times subject to these terms and conditions.
3. Periodic Allowance – Unless otherwise indicated by Nearmap on a Quote or in writing, the Licensee’s use of the Beta Products is not subject to any Periodic Allowance.
4. Term – The Licensee may use each Beta Product for the Trial Period, unless otherwise extended by mutual agreement or where Nearmap exercise its discretion to cease use of the Beta Product.
5. General Availability – The Licensee must cease use of each Beta Product if that Beta Product becomes a Generally Available Product offered by Nearmap. Licensee must agree to applicable terms and conditions and payment of Fees (as required) associated with the GA Product.
6. Licensee Feedback – Where the Licensee and/or your Authorised Users provide any written or oral feedback, comments, questions, suggestions or the like on features, functionality and/or improvements, enhancements, corrections, modifications, strategy, roadmaps or plans of a Beta Product (“Feedback”), Nearmap is free to use the Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. The Licensee hereby irrevocably assigns to Nearmap, on behalf of the Licensee and its Authorised Users, all right, title, and interest to the Feedback, and Nearmap is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
7. Termination – Nearmap may terminate the Licensee’s access to one or more of the Beta Products in its absolute discretion upon written notice to the Licensee. Upon termination, the Licensee must cease all use of the those Beta Products and must immediately destroy, delete, or return to Nearmap those Beta Products in its possession.
8. No Warranty – The Beta Products are provided “as is” without warranty of any kind. Nearmap makes no representations or warranties regarding the Beta Products with respect to accuracy, reliability, availability, correctness, merchantability, non-infringement, completeness, fitness for a particular purpose, or any other warranties, whether express or implied, or at law. In no event will the aggregate liability of Nearmap, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Beta Products exceed $100 in the aggregate.
9. Confidentiality – All information regarding the Beta Products is considered the Confidential Information of Nearmap under the Agreement.
10. Definitions – For the purposes of these Terms and Conditions Applicable to Beta Products
(a) “Authorised Users” means individuals with access to the Beta Products under this licence.
(b) “Beta Product” or “Beta Products” means Nearmap Products or Content and all associated materials that are in an alpha or beta development stage and have yet to reach General Availability;
(c) “GA” or “General Availability” means the unconditional release of a Beta Product to the public.
(d) “Trial Period” means the period of access as set forth in the Quote or other written instrument that is approved by Nearmap.
The Product-Specific Terms below apply to Betterview Services and Partner Connect Services.
1. “Betterview Services” means those products previously provided by Betterview Marketplace, Inc., including the software platform, but excluding any portions thereof that originated with Nearmap. Betterview Services also include any services on the Quote that contain a “Betterview” designation. The Betterview Services are now considered Products under the applicable Nearmap products agreement.
2. “Licensee Data” means all electronic data or information collected by, or submitted by Licensee to, the Betterview Services or Partner Connect Services. Licensee Data does not include Feedback or information Nearmap derives from any users use of the Betterview Services or Partner Connect Services.
3. “Partners” means persons or entities with whom Nearmap is offering the Partner Connect Services. “Partner Connect Services” means the Partner-fulfilled services as set forth on the applicable ordering document.
PERFORMANCE AND ACCESS
4. “Website,” as used in the applicable Nearmap products agreement, includes all pages and sub-sites available within the betterview.com domain.
5. Licensee has access to the Betterview Services and Partner Connect Services via a user interface (“UI”) and a REST application programming interface (“REST API”). Licensee can submit requests for property information and retrieve property information for such submitted requests through both the UI and the REST API. When submitting a request for property information, Licensee must specify the Betterview Services or Partner Connect Services being requested.
6. Licensee is solely responsible for the accuracy of the address(es) Licensee inputs in Licensee’s use of the Betterview Services and Partner Connect Services, as well as inputting the address(es) in the correct format. In addition to the address(es), Licensee may provide other identifying information about the property (such as but not limited to business name), for which Licensee is solely responsible for the accuracy of any such information provided. If the property Licensee is requesting information on is unclear based on the information Licensee provides, Nearmap may mark the request as a non-productive request in the UI or REST API.
7. To the extent Licensee has purchased or subscribed to any Partner Connect Services, Licensee must agree to and comply with, and ensure its Authorized Users agree to and comply with, any applicable terms of use or licenses of such Partner Connect Services. To the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a Partner or the Partner Connect Services.
LICENSEE DATA & FEEDBACK
8. Licensee shall be solely responsible for the accuracy, quality, integrity, and legality of Licensee Data and of the means by which it acquired Licensee Data.
9. Licensee shall own and retain all right, title, and interest in and to Licensee Data; provided, however, that Licensee hereby grants to Nearmap a worldwide, royalty-free, non-exclusive license to use Licensee Data solely for (i) providing, maintaining, and improving the Products, (ii) providing Licensee with access to and information about customized features, new functionality, and partner integrations, and (iii) aggregating and anonymizing Licensee Data to derive de-identified data. The resulting de-identified data shall not be deemed Licensee Data, and thus Nearmap may copy, modify, retain, distribute and disclose, display, and otherwise use and commercialize such de-identified data for any purpose permitted under applicable law, including to provide and optimize Products and performance analytics.
10. Licensee may provide to Nearmap bug reports, suggestions, enhancement requests, recommendations or other feedback or content relating to the Betterview Services and Partner Connect Services (“Feedback”). By providing any Feedback, Licensee hereby assigns to Nearmap all right, title, and interest in and to the Feedback, if any. Nothing in the applicable products agreement or these product-specific terms will restrict Nearmap’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit any Feedback for improving or otherwise modifying any Products without compensating or crediting Licensee.
RETROSPECTIVE LOSS ANALYSIS
11. If a retrospective loss analysis is included as part of the Betterview Services Licensee subscribes to, then the following terms shall apply:
a. The retrospective loss analysis requires Licensee to provide claims data to Nearmap on a quarterly basis or other period as mutually agreed to by the parties in writing (email to suffice).
b. Individual required attributes of the claims data include address, incurred amount, paid amount, loss type, cause of loss, loss adjusted expenses (LAE), premium, inception date, and policy effective date.
c. The retrospective data sheet will include loss data for all properties covered under the identified use case(s) and applicable line(s) of business.
ENTIRE AGREEMENT
12. By accessing either the Betterview Services or Partner Connect Services, any agreement with Betterview Marketplace, Inc. that Licensee previously entered into is superseded and replaced by these and/or other applicable product-specific terms together with the applicable Nearmap products agreement agreed to by Licensee.
1. Bonus Data -
(a) Where the Licensee is provided with the annual Bonus Data Product:
(i) it will be available for use by the Licensee for up to twelve (12) months from the Commencement Date of the Term for new customers of Nearmap, or a renewal Term, for customers of Nearmap who are about to renew their Licence; or
(ii) it will be available for use by the Licensee for the remainder of the Term and if the Licensee agrees to purchase a subscription for a renewal Term the unapplied months of the Bonus Data will be rolled over to the following renewal Term.
(b) Where the Licensee is provided with the three (3) month Bonus Data Product:
(i) it will be available for use by the Licensee for up to three (3) months, from the Commencement Date of the Term for new customer of Nearmap, or a renewal Term, for customers of Nearmap who are about to renew their Licence; or
(ii) it will be available for use by the Licensee for the remainder of the Term and if the Licensee agrees to purchase a subscription for a renewal Term the unapplied months of the Bonus Data will be rolled over to the following renewal Term.
2. Renewal - The Bonus Data Product will not automatically renew with other Products which the Licensee has subscribed to Nearmap. Renewal of this Product will be at Nearmap’s absolute discretion.
3. Periodic Allowance - If the amount of data used by the Licensee in any given Period is less than the total Periodic Allowance allocated to the Licensee (including the allowance for the Bonus Data), any unused balance will not be rolled over to a following Period.
Sharing: Projects may be shared internally within the Licensee’s organization. The Licensee and its Authorized Users are responsible for ensuring that any such internal sharing complies with the Licensee’s organization’s policies and procedures. Sharing projects with anyone outside of the Licensee’s organization is strictly prohibited.
Consent: When adding a person to a project or when an Authorized User joins a project or when an Authorized User shares any information in a project, the Licensee and its Authorized Users represent and warrant that Licensee and its Authorized Users have all necessary rights, consents, and authorizations and that all shared information is accurate and lawful and does not infringe upon any third-party rights.
Confidentiality: The Licensee and its Authorized Users commit to maintaining confidentiality regarding any shared information and respect the intellectual property rights of others. The Licensee and its Authorized Users acknowledge that any misuse may result in suspension of access.
Restrictions: The Licensee and its Authorized Users are prohibited from and thus must not upload, add, share or otherwise provide any sensitive information, including a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other similar information which may be subject to specific data privacy and security laws.
Users: There is a maximum number of users that can collaborate and make edits simultaneously on a single project. Additional users will not be able to access the project until another user is removed from the project. The Licensee’s admin or other designated representative, not Nearmap, is responsible for monitoring and updating (where relevant) the users on any given project.
Compliance: If an Authorized User is unsure if its use complies with the governing agreement between the Licensee and Nearmap, the Authorized User is responsible for consulting the Licensee’s applicable designated representative.
No Periodic Data Allowance – Periodic Allowance will not apply to the use of the Delegated Authentication Product.
Nearmap Customer – You acknowledge and agree that use of the Delegated Authentication Product may enable third parties to determine that you are a Nearmap customer and by accessing or otherwise using the Delegated Authentication Product, you consent to this.
Product Update – Nearmap reserves the right to modify, update or amend the Delegated Authentication Product and its features and functions, including but not limited to disabling any features and functions, from time to time and in its sole discretion, without notice or liability to you.
Integration Replacement – Nearmap may, from time to time, retire an Integration Method, or provide updates to an Integration Method or a new Integration Method for the purposes of the Delegated Authentication Product (Updated Integration Method). Nearmap will provide up to three (3) months’ written notice, prior to the date of the Updated Integration Method. The Licensee (at its cost) will be responsible for updating or integrating the Updated Integration Method within seven (7) days of Nearmap’s written notice. Nearmap shall not be responsible or liable to the Licensee for any failure to meet its obligations under the Agreement if the Licensee fails or otherwise refuses to update or integrate the Updated Integration Method. The Licensee shall not update or interfere with the Integration Method or use its own integration methods without Nearmap’s prior written consent.
Third-party Integrations – By using the Delegated Authentication Product, you acknowledge and agree that your access to and use of the Website and Products may be direct from a third-party service and such third-party services may not have the same authentication and security features as the Website and Products. You assume all risk and responsibility arising from the use of, and access to and from, the Delegated Authentication Product, including but not limited to through integrating the Delegated Authentication Product with third party services.
Active Directories – Once the Delegated Authentication Product has been enabled, you are solely responsible for your active directories, and for the users under your domain that have access to the Website and Products.
7. Definitions –
(a) Integration Method means the method provided by Nearmap to the Licensee from time to time, which allows the Licensee access to the Website and the Products under the Licence, including but not limited to Nearmap supported APIs using Nearmap’s documented API key authentication methods.
1. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D API Product.
2. Transaction –
(a) The Licensee may not carry out Transactions exceeding the Transaction Allowance each Period.
(b) Unused Transaction Allowance will not be rolled over to the next Period.
(c) The types of 3D format available through the 3D API will be at Nearmap’s sole discretion.
(d) A Transaction ID will remain active for thirty (30) days (“Active Transaction ID”). Any requests made by the Licensee using an Active Transaction ID will be considered as a single Transaction. Where a new Transaction ID is generated and used to request 3D data for the same Location as an Active Transaction ID, it will be considered as a separate Transaction.
3. Permitted Caching – Notwithstanding the terms of the Agreement, the Licensee is permitted to cache 3D data requested through the 3D API for Permitted Purposes during the Term only.
4. 3D Data Delete and Destroy – Upon expiry or termination of the Agreement, the Licensee must delete and destroy all 3D data made available by Nearmap during the Term.
5. Definition – For the purposes of this Product-Specific Terms:
(a) API means application programming interface.
(b )3D API means DSM and True Ortho API, and any future releases of APIs released by Nearmap as a Product to deliver its 3D data, in different formats, on a transaction-basis.
(c) Derivative Works, specifically in relation to the Licensee’s use of the 3D data through the 3D API, means any new work created by or for the Licensee that incorporates the 3D data where the 3D data cannot be separated and used on its own. For the avoidance of doubt, when the file format or file type of the 3D data, it is not considered a Derivative Work.
(d) Location is determined by the latitude, longitude and radius specified by the Licensee.
(e) Transaction means each time the Licensee uses a Transaction ID to request 3D data (regardless of vintage and format) of a Location through the 3D API.
(f) Transaction Allowance means the number of Transactions the Licensee is permitted to carry out in a Period, as specified in the “Allowance” column of the Quote, unless otherwise agreed in writing between Nearmap and the Licensee.
(g) Transaction ID means a transaction identifier provided through the API for a Location
1. Clauses:
(a) 1.6; and
(b) 2.4,
of the Agreement do not apply.
2. The Licensee may make the Products available to an Authorised User, subject to those persons agreeing to comply with the terms of this Agreement as if they were a party to it. The Licensee is responsible and liable for an Authorised User that uses the Licensee’s account access details or uses the Products made available to the Licensee in breach of this Agreement.
3. Clause 2.4 (Employees) is deleted in its entirety and replaced with the following clause:
“Authorised Users. The Licensee may make Products available to an Authorised User. The Licensee is responsible and liable for an Authorised User who uses the Licensee’s account access details or uses the Products made available to the Licensee in breach of this Agreement.”
4. The Licensee (and its Authorised Users) acknowledges that their use of the Product is subject to the Nearmap Fair Use Policy (excluding clause 8).
5. The Licensee must:
(a) ensure that each person having access to the Products and the Website are an Authorised User;
(b) ensure that before an Authorised User accesses the Products and the Website, that they are made aware of the Fair Use Policy and their use is subject to those terms, in addition to the terms of this Agreement;
(c) use its reasonable endeavours to ensure that the use of the Products and the Website by an Authorised Users complies with this Agreement;
(d) use its reasonable endeavours to remove any person who is no longer an Authorised User, their access to the Products and the Website before the start of every semester within each academic year;
(e) immediately inform Nearmap if it is aware that:
(i) an Authorised User is or maybe in breach of the terms of this Agreement; or
(ii) an unauthorised user is using or accessing the Products.
(f) provide all reasonable assistance to Nearmap to enforce the terms of this Agreement; and
(g) provide reasonable assistance to Nearmap to assist with identifying and preventing misuse by Authorised Users or unauthorised users in breach of this Agreement, including, without limitation, providing any information concerning the misuse or breach as reasonably requested by Nearmap.
6. If an Authorised User in Nearmap’s reasonable opinion is, or maybe, in breach of the terms of this Agreement, Nearmap may, in its absolute discretion:
(a) restrict the Authorised User’s access to the Products and the Website; and
(b) take any other steps available to it at law.
7. Definitions:
(a) the definition of “Period”, “Periodic Allowance” and “Excess Rate” in the Agreement is not applicable to this License;
(b) the definition of “Permitted Purpose” in clause 19 of the Agreement is replaced with the following: “Permitted Purpose means the use of the Products by the Licensee and/or the Authorised Users for research or educational purposes directly linked to academic use and at all times excludes any Commercial Purpose or Unlawful Purpose.”
(c) Active means currently employed or engaged by the Licensee;
(d) Authorised User means the Licensee’s:
(i) students who are currently enrolled to undertake or complete a course or subject with the Licensee;
(ii) Active academic staff; and
(iii) Active administrative staff,
who are not considered by Nearmap (acting reasonably) to be detrimental to the interests of Nearmap or its Third Party Providers and who have been issued with a valid email address connected to the Licensee.
(e) Fair Use Policy means the policy published here: Fair Use Policy which will be updated from time to time.
1. GeoData Link - The GeoData Link Product allows the Licensee to integrate Permitted Public Location Data into MapBrowser or an approved Nearmap Widget via direct geocode link with an Esri Rest API or such other method authorized by Nearmap from time to time.
2. Product Specifications - Product specifications for GeoData Link include information regarding viewing Licensed Content or integrating Permitted Public Location Data into MapBrowser or an approved Nearmap Widget and are documented in the Nearmap Help Centre.
3. Location Data - If the Licensee integrates any Permitted Public Location Data for use in GeoData Link, it warrants that neither the Permitted Public Location Data and use of the Permitted Public Location Data nor any aspect thereof infringes, violates or misappropriates the rights of any third party.
4. Periodic Allowance - The Licensee’s use of the GeoData Link Product is not subject to any Periodic Allowance.
5. Esri Terms - Integrating and using Permitted Public Location Data from Esri via the GeoData Link through the Esri Rest API are subject to any applicable Esri License Terms.
6. Definitions - For the purposes of these Product Specific Terms – GeoData Link
(a) API means an application programming interface authorized by Nearmap.
(b) Esri License Terms are the terms published by Esri and applicable to the Esri Rest API or other Esri products that integrate with GeoData Link.
(c) Esri Rest API means the API that links the Permitted Public Location Data from Esri products to Nearmap Products.
(d) Licensed Content means content that the Licensee has access to under the Agreement.
(e) MapBrowser means Nearmap’s online web application accessible through the Website.
(f) Periodic Allowance means the data allowance specified in the “Allowance” section of the Quote unless otherwise agreed in writing between Nearmap and the Licensee.
(g) Permitted Public Location Data means the publicly available data layers extracted from the Esri Rest API, including but not limited to the examples provided by Nearmap in the Product Specifications Documentation.
(h) Nearmap Help Centre means the documentation provided by Nearmap as set forth at https://help.nearmap.com or as otherwise provided by Nearmap.
(i) Nearmap Widget means an embedded Nearmap tool or application through which the Licensee may access certain Products or Content.
Effective 8 April 2021
The Terms and Conditions set out in clause 1 “AI Attributes: General Provisions” below apply to all Nearmap AI related Products.
1. AI Attributes: General Provisions
(a) AI Attributes have been computed under the parameters set out in Help Centre.
(b) The Licensee must not use AI Attributes as training datasets on its machine learning models or automated processes, or to create such models or processes, which enables the Licensee to run such models or processes independently without the use of Nearmap’s AI Attributes, after termination or expiry of the Agreement.
(c) Subject to the delete and destroy obligations under this Agreement, the Licensee may store and use AI Attributes exported from the Website, an API or as provided by Nearmap for the Permitted Purposes only.
(d) The Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap a certification declaring that it has deleted and destroyed all AI Attributes.
(e) The G-NAF End User Licence Agreement published here are incorporated by reference and apply to the use of AI Attributes.
2. Specific Licensing Terms: Nearmap AI
(a) AI Attributes can be viewed through the Website within the Coverage Area.
(b) AI Attributes can be exported through the Website and/or through an API (if API Feature API is an included Product) in formats which may include geospatial file format and flat file format.
(c) AI Attributes for a defined area of interest of parcels can be exported up to the allocated Usage Allowance. Each time the Licensee selects an area of interest for export, it will be deducted from the Usage Allowance. Unused Usage Allowance will not be rolled over to the next Period.
(d) Where a selected area of interest exceeds the remaining Usage Allowance, the Licensee will be unable to request the export .
(e) Once the Licensee has used its Usage Allowance it will no longer be able to request an export unless it elects to purchase Top Up Blocks or until its Usage Allowance resets.
(f) Additional terms related to Usage Allowance are set out in the Help Centre.
3. Specific Licensing Terms: AI Packs
The type of AI Attributes that can be viewed and/or exported will depend on the AI Pack licensed by the Licensee. Full details of the data layers connected to a particular AI Pack can be found at the Help Centre. The type of AI Pack available to the Licensee will be set out in the Quote.
4. Specific Licensing Terms: AI Feature API
(a) Each time the Licensee exports AI Data through the AI Feature API, it will be counted towards the Licensee’s Usage Allowance allocated for the Nearmap AI product.
(b) Nearmap may, from time to time, retire an API, or provide, updates or new releases to the API for use by the Licensee (“API Update”). Nearmap will provide 30 days written notice, prior to the date of the API Update. If the Licensee fails or otherwise refuses to update or integrate the API Update, Nearmap shall not be responsible or liable to the Licensee for any failure to meet its obligations under this Agreement.
(c) The AI Pack(s) licensed to the Licensee will determine what type of AI Data can be exported through the API.
5. Specific Licensing Terms: AI Offline Parcel, AI Offline Vector and AI Offline Raster
The type and frequency of AI layers to be provided to the Licensee will be set out in the Order Summary up to the Usage Allowance.
6. Definitions
(a) AI Attributes means the “AI layers” made available from the Website (which are not exportable) and the exportable “AI parcel” data.
(b) AI Data means the AI Attributes for a Query AOI.
(c) API means an application programming interface.
(d) Help Centre means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, specifications, and other information relating to the Products, including all subsequent revisions and additions thereto as published on our Help Centre.
(e) Order Summary means the “Order Summary” document provided by Nearmap to the Licensee.
(f) Query AOI means the user defined area of interest for a property boundary inputted by the Licensee such as a city block or an arbitrary shape.
(g) Top Up Block means additional Usage Allowance as measured by additional Parcels or Credits purchased by the Licensee during the Term.
(h) Usage Allowance for:
(i) Nearmap AI means the “Parcel” allowance as specified in the Quote, plus the aggregate Parcel allowance for purchased Top Up Blocks for that Period; and
(ii) AI Offline Parcel, AI Offline Vector or AI Offline Raster means the ”Credit” allowance as specified in the Quote, plus the aggregated Credit allowance for purchased Top Up Blocks for that period.
This Product provides access to Nearmap’s Vertical content. The specifications for this Product are published on our Products page, as amended from time to time.
1. No Periodic Allowance – The Periodic Allowance will not apply to the use of the Nearmap Essentials Beta Product. The Licensee is strictly prohibited from mass downloading or bulk feeds of any imagery in connection with its use of the Product.
2. Renewal (Annual Plan) – The Nearmap Essentials Beta Product under an annual plan will not automatically renew. Renewal of this Product will be by mutual agreement between the parties.
3. Renewal (Monthly Plan) – Subject to the terms of the Agreement and clause 6 below, the Nearmap Essential Beta Product will automatically roll over on a month to month basis but will not automatically renew for a subsequent Term.
4. API Access – Except as expressly permitted under this Agreement, the Licensee is not permitted to use API integration methods, or other integration methods, including but not limited to integration with Licensee’s or other third-party platforms or software.
5. Users – In addition to clauses 1.2 and 3.1 of the Agreement, access to the Nearmap Essentials Beta Product will only be granted to Authorised Users. Nearmap may, at its absolute discretion, require the Licensee and its Authorised Users to comply with changes to the user login process made available through the Website and restrictions relating to simultaneous user login.
6. Billing Period – Where the Licensee purchases the Nearmap Essentials Beta Product on a monthly plan, the Fees will be billed monthly in advance. For monthly plans, the Licensee may elect to terminate the Agreement with effect from the next monthly billing period, provided that the Licensee has given at least seven (7) days written notice (email notification is acceptable) to Nearmap prior to the commencement of the next monthly billing period. The Licensee will continue to have access to the Website up to the commencement of the next monthly billing period.
7. For the purposes of this Agreement:
a. Authorised User means the number of persons specified in the “Seats” section of the Quote, who have been granted access to the Product by the Licensee pursuant to the terms and conditions of this Agreement and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product.
1. General Provisions
(a) To access the Nearmap Fire Risk AI Product, the Licensee must have an active subscription to the Transactional Content API.
(b) The terms and conditions applicable to Transactional Content API apply to the Licensee’s access to the Nearmap Fire Risk AI Product.
(c) Nearmap Fire Risk AI Product’s specification, parameters, and attributes including Output formats, are available in Nearmap’s Help Centre, which are subject to change from time to time at Nearmap’s absolute discretion.
2. Limitation of Liability
(a) Subject to section 9.2 of the Agreement, Nearmap will not be liable or responsible for:
(i) any errors, mistakes, or inaccuracies in the Outputs; and
(ii) any person’s death, injury or any property damage of any nature whatsoever resulting from the Licensee’s use of the Nearmap Fire Risk AI Product.
(b) The Licensee acknowledges and agrees that it is solely responsible for its use of the Nearmap Fire Risk AI Product. The Outputs are provided “as-is” and Nearmap does not verify or guarantee the accuracy, reliability, or completeness of any data provided to the Licensee through the Nearmap Fire Risk AI Product. The Licensee should exercise caution and use its own judgment when relying on the Outputs and make independent assessments as necessary.
3. No Machine Learning
At all times, including after the termination or expiry of the Agreement, the Licensee is not permitted to use the Nearmap Fire Risk AI Product and any AI Attributes as a training dataset on any machine learning models or automated processes, or create such models or processes, which enable the Licensee to run such models or processes independently without the use of the Nearmap Fire Risk AI Product and any AI Attributes.
4. Retention of AI Attributes
(a) Subject to 4(b), Licensee may store and use AI Attributes exported from an application programming interface (API) or as provided by Nearmap for the Permitted Purpose only.
(b) The Licensee will provide Nearmap with a certification declaring that it has deleted and destroyed all AI Attributes within seven (7) days from the expiry or termination of the Agreement.
5. Definitions
(a) AI Attributes means the “AI attributes” made available to the Licensee as set out in Help Centre.
(b) Help Centre means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, attributes, and other information relating to the Products, including all subsequent revisions and additions thereto as published on Nearmap Help Centre.
(c) Output means a wildfire risk factor assessment in CSV format, or other formats made available by Nearmap and published on Nearmap’s Help Centre from time to time.
Effective 23 December 2022
1. Subject to clause 2 below, during the Term, the Licensee will have access to a Survey Area(s) (in its entirety or in part) through the Website following an occurrence of a Disaster Event up to the allocated Program Allowance. The Survey Area(s) will be uploaded to the Website as soon as reasonably practicable after the completion and processing of the survey.
2. Nearmap will only capture a Survey Area(s) subject to all of the following conditions being satisfied:
(a) where there is no Force Majeure Event, including but not limited to unfavourable weather and atmospheric conditions and damaged airfields, which would prevent Nearmap from capturing aerial imagery within the requested surveys areas, or aircraft malfunction, airport accidents, or other piloting or logistical issues arising out of a Force Majeure Event;
(b) where there are no air traffic control restrictions in place at an airport necessary to conduct flight operations or in the Survey Area(s) that would prevent Nearmap from surveying the Survey Area(s); and
(c) where there are no other regulatory restrictions imposed by any federal, state, or local government body, agency or department that would prevent Nearmap from surveying the Survey Area(s).
3. Nearmap will only survey up to the Program Allowance for each Financial Year.
4. The classification of a Disaster Event and Nearmap’s conditions to determine the Survey Area(s) can be found on the Help Centre.
5. A Survey Area(s) will not be uploaded onto the Website to allow other Nearmap customers access to the Survey Area(s) unless, Nearmap in its absolute discretion determines that the Survey Area(s) forms part of Nearmap’s standard capture program.
6. Where any foregoing sections conflict with any details published on Help Centre, these terms will prevail.
7. Definitions
(a) Disaster Event means:
(i) Bushfire;
(ii) Cyclones, monsoons and tropical storms;
(iii) Hail;
(iv) Earthquake;
(v) Flood;
(vi) Coastal erosion and inundation; or
(vii) Significant storm damage (declared as a local emergency).
(b) Financial Year means 1 July to 30 June.
(c) Help Centre means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, specifications, and other information relating to the Products, including all subsequent revisions and additions thereto as published on our Help Centre.
(d) Program Allowance means the aggregate of up to 15,000 square kilometres that Nearmap may capture across all Disaster Events during the Financial Year.
(e) Survey Area means selected area of interest (as determined by Nearmap, at its sole discretion) to be surveyed following the occurrence of a Disaster Event.
Effective 12 July 2023
1. General Provisions
(a) Requirements – In order to access the Nearmap ImpactAssessment AI Product, the Licensee must have an active subscription to the Nearmap ImpactResponse product.
(b) Specifications – AI Attributes made available from the Nearmap ImpactAssessment AI Product have been computed under the parameters set out in Help Centre.
(c) Access – AI Attributes from the Nearmap ImpactAssessment AI Product can be accessed through:
(i) Transactional Content API (the Transactional Content API terms will apply);
(ii) AI Feature API; or
(iii) AI Offline Vector,
in the formats set out in Help Centre.
(d) Accessing Through an API
(i) Consumption – Each time the Licensee selects an area of interest for accessing AI Data through an API, it will be counted towards the Licensee’s Credit Allowance allocated as follows:
(A) for the Transactional Content API, the Credit Allowance for the Transactional Content API Product; and
(B) for the AI Feature API, the Credit Allowance for the Nearmap AI Product.
(ii) Overages - Where a selected area of interest exceeds the remaining Credit Allowance, the Licensee will be unable to request the export.
(iii) Top Up Blocks (AI Feature API only) - Once the Licensee has used its Credit Allowance it will no longer be able to request an export unless it elects to purchase Top Up Blocks or until its Credit Allowance resets.
(iv) Updates - Nearmap may, from time to time, retire an API, or provide, updates or new releases to the API for use by the Licensee (“API Update”). Nearmap will provide Licensee with 30 days prior written notice before releasing an API update. If the Licensee does not update or integrate an API Update, Nearmap will no longer be responsible or liable to the Licensee for any failure to meet its obligations under this Agreement.
(e) AI Offline Vector Access - The type and frequency of the AI Attributes to be provided to the Licensee will be set out in the Order Summary up to the Credit Allowance.
2. Limitation of liability
(a) Subject to clause 9.2 of the Agreement, to the maximum extent permitted by applicable law, Nearmap assumes no liability or responsibility for any errors, mistakes, or inaccuracies in the AI Data.
(b) The Licensee acknowledges and agrees that it is solely responsible for any actions it takes based upon its use of the Nearmap ImpactAssessment AI Product. The AI Data is provided “as is” and Nearmap does not verify or guarantee the accuracy, reliability, or completeness of any AI Data provided to the Licensee through the Nearmap ImpactAssessment AI Product.
3. No Machine Learning
(a) At all times, including after the termination or expiry of this Agreement, the Licensee is prohibited from using AI Attributes as training datasets on its machine learning models or automated processes, or creating any models or processes that enables the Licensee to run such models or processes independently without the use of Nearmap’s AI Attributes.
4. Retention of AI Attributes
(a) Subject to 4(b) the Licensee may store and use AI Attributes exported from an API or as provided by Nearmap for the Permitted Purpose only.
(b) The Licensee will provide Nearmap a certification declaring that it has deleted and destroyed all AI Attributes within seven (7) days from the expiry or termination of the Agreement.
5. Definitions
(a) AI Attributes means the “AI attributes” made available to the Licensee as set out in Help Centre.
(b) AI Data means the AI Attributes for a Query AOI.
(c) API means an application programming interface.
(d) Credit Allowance for:
(i) the Transactional Content API has the meaning prescribed in the Product Specific Terms for Transactional Content API;
(ii) Nearmap AI means the “Parcel” allowance as specified in the Quote, plus the aggregate Parcel allowance for purchased Top Up Blocks for that Period; and
(iii) AI Offline Vector means the “Credit” allowance as specified in the Quote or Order Summary.
(e) Help Centre means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, specifications, and other information relating to the Products, including all subsequent revisions and additions thereto as published on our Help Centre, which may be updated from time to time at https://help.nearmap.com.
(f) Order Summary means the “Order Summary” document provided by Nearmap to the Licensee.
(g) Query AOI means the user defined area of interest for a property boundary inputted by the Licensee such as a city block or an arbitrary shape.
(h)Top Up Block means additional Credit Allowance as measured by additional Credits purchased by the Licensee during the Term.
NEARMAP IMPACTTRIAGE AI
Effective 12 July 2023
1. General Provisions
(a) In order to access the ImpactTriage AI Product, the Licensee must have an active subscription to access to the Nearmap ImpactResponse product via Transactional Content API or AI Feature API.
(b) The terms and conditions applicable to Transactional Content API apply to the Licensee’s access to the ImpactTriage AI Product via Transactional Content API.
(c) The terms and conditions applicable to AI Feature API apply to the Licensee’s access to the ImpactTriage AI Product via AI Feature API.
(d) The specification and parameters of the ImpactTriage AI Product, including Output formats and specifications, are set out in the Help Centre.
2. Limitation of liability
(a) Subject to section 9.2 of the Agreement, to the maximum extent permitted by applicable law, Nearmap assumes no liability or responsibility for any errors, mistakes, or inaccuracies in the Outputs.
(b) The Licensee acknowledges and agrees that it is solely responsible for its use of the ImpactTriage AI Product. The Outputs are provided “as-is” and Nearmap does not verify or guarantee the accuracy, reliability, or completeness of the Outputs or other data provided to the Licensee through the ImpactTriage AI Product.
3. No machine learning
(a) At all times, including after the termination or expiry of this Agreement, the Licensee is prohibited from using the ImpactTriage AI Product as a training dataset on any machine learning models or automated processes, or creating any models or processes that enable the Licensee to run such models or processes independently without the use of ImpactTriage AI Product.
4. Permitted retention of Outputs
(a) Notwithstanding the delete and destroy obligations under the Agreement, the Licensee is permitted to maintain archival copies of the Outputs for regulatory, legal, auditing and customer support purposes.
5. Definitions
(a) Help Centre means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, specifications, and other information relating to the Products, including all subsequent revisions and additions thereto as published on the Help Centre located at https://help.nearmap.com.
(b) Output means a damage detection assessment in CSV, or other formats made available by Nearmap and published on Help Centre from time to time.
Effective 14 January 2023
1. Survey – During the Term, the Licensee may request a survey of an area which is not covered (in its entirety or in part) by the Coverage Area (“Survey”). The Licensee must provide a detailed description of the area which is to be covered by the Survey. Upon receipt of such a request in writing, Nearmap may, in its absolute discretion, agree to provide the Survey to the Licensee for a Survey Fee.
2. AOI – The Survey will only be carried out for the area of interest (“AOI”) as attached to the relevant Quote issued for the Nearmap Now Product.
3. Delivery of Survey – Subject to clause 1 of these terms and conditions, and clause 12 (Force Majeure clause) of the Agreement, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within six (6) months of the date on which Nearmap receives payment of the Survey Fee in full from the Licensee. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website.
4. Availability to Other Nearmap Customers – Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey on the Website.
5. Refund of Survey Fee – If the Licensee is not in breach of the Agreement and Nearmap elects to terminate the Agreement under “Termination by Nearmap” clause prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee.
6. Survey Fee means the fee for the Survey as agreed in writing between Nearmap and the Licensee.
1. The Licensee agrees that it will only access and use the Nearmap Oblique for ArcGIS product through the “Oblique Viewer for Nearmap” Web AppBuilder for ArcGIS widget, using only methods authorised and documented by Nearmap on our Help Centre (which may be updated by Nearmap from time to time in its absolute discretion).
2. The Licensee’s usage of the Nearmap Oblique for ArcGIS will be counted towards the Licensee’s total Periodic Data Allowance.
1. In accessing and using the Nearmap on OpenSolar Product, the Licensee agrees to comply with the OpenSolar User Terms and Conditions.
This Product provides access to Nearmap’s Vertical, Panorama, Oblique, 3D Viewer and TrueOrtho. The specifications for this Product are published on our Products page, as amended from time to time.
1. No Periodic Allowance – The Periodic Allowance will not apply to the use of the Nearmap Pro Beta Product. The Licensee is strictly prohibited from mass downloading or bulk feeds of any imagery in connection with its use of the Product.
2. Renewal (Annual Plan) – The Nearmap Pro Beta Product under an annual plan will not automatically renew. Renewal of this Product will be by mutual agreement between the parties.
3. Renewal (Monthly Plan) – Subject to the terms of the Agreement and clause 6 below, the Nearmap Pro Beta Product will automatically roll over on a month to month basis but will not automatically renew for a subsequent Term.
4. API Access – Except as expressly permitted under this Agreement, the Licensee is not permitted to use API integration methods, or other integration methods, including but not limited to integration with Licensee’s or other third-party platforms or software.
5. Users – In addition to clauses 1.2 and 3.1 of the Agreement, access to the Nearmap Pro Beta Product will only be granted to Authorised Users. Nearmap may, at its absolute discretion, require the Licensee and its Authorised Users to comply with changes to the user login process made available through the Website and restrictions relating to simultaneous user login.
6. Billing Period – Where the Licensee purchases the Nearmap Pro Beta Product on a monthly plan, the Fees will be billed monthly in advance. For monthly plans, the Licensee may elect to terminate the Agreement with effect from the next monthly billing period, provided that the Licensee has given at least seven (7) days written notice (email notification is acceptable) to Nearmap prior to the commencement of the next monthly billing period. The Licensee will continue to have access to the Website up to the commencement of the next monthly billing period.
7. For the purposes of this Agreement:
a. Authorised User means the number of persons specified in the “Seats” section of the Quote, who have been granted access to the Product by the Licensee pursuant to the terms and conditions of this Agreement and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product.
1. AOI – Nearmap will provide the Licensee the Offline Products for the area of interests (”AOI“) as attached to the Quote.
2. Delivery – The Offline Products will be delivered to the Licensee (in whole or in part), the later of, 60 days from the date of the Agreement or 60 days after the date of successful capture and processing is completed. The Offline Products will be delivered to the Licensee via a delivery method as determined by Nearmap in its sole discretion having regard to the size of the AOI (“Delivery Method”), which includes but is not limited to secure cloud download link, HDD, FTP (when and as made available by Nearmap) or through a Nearmap portal (when and as made available by Nearmap).
3. Cancellation of Offline Products – If the Licensee is not in breach of the Agreement, and Nearmap has not completed the delivery of the Offline Products in accordance with clause 2 of this Product-Specific Terms, the Licensee may cancel its purchase of the undelivered Offline Products via written notice, effective immediately. Where the Quote only sets out the Licensee’s purchase of the undelivered Offline Products, the cancellation of the undelivered Offline Products will automatically terminate the Agreement.
4. Commencement – The term of the Agreement commences on the day the Licensee first receives the Offline Products (whether in whole or in part) from Nearmap (”Commencement Date“). Nearmap will invoice the Licensee on the Commencement Date and on the Anniversary Date for the Offline Products.
5. Updated Products – Throughout the Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available. Nearmap and the Licensee will mutually agree on the timing for delivery and the Delivery Method for providing the updated Offline Product to the Licensee. The Licensee may continue accessing the previous Offline Products, or may choose to access the updated Offline Products via the selected Delivery Method.
6. No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
7. Non-Applicable Terms – All terms in the Agreement relating to Seats, the Website, Periodic Data Allowance, Third Party Providers, Nearmap Property and Nearmap Now do not apply to the Offline Products.
8. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, (a) the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Offline Products to confirm that the Licensee has deleted and destroyed all Offline Products provided under this Agreement (except the Offline Products incorporated in Derivative Works, as permitted under the Agreement), or (b) the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all Offline Products provided under this Agreement.
9. No Machine Learning – For the avoidance of doubt, the Licensee is not permitted to perform machine learning or any activity that could be considered to be machine learning on the Offline Product without Nearmap’s prior written consent.
10. Renewal – Notwithstanding the terms in the agreement, this Agreement may be renewed by mutual agreement between Nearmap and the Licensee, by written notice at least thirty (30) days prior to the expiry of the Term, for a period agreed between the parties (“Renewal Term”).
11. Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, the Licensee may continue to use the Offline Products, which was delivered to the Licensee under the initial Agreement with the same AOI, for the Permitted Purpose for the Renewal Term.
12. Definitions – For the purposes of this Product-Specific Terms:
(a) Anniversary Date means the date which is twelve months from the Commencement Date, and twelve months from any subsequent start date of a Renewal Term;
(b) FTP means file transfer protocol;
(c) HDD means hard disk drive; and
(d) Offline Products means NIR Offline. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.
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 on our NZ Coverage webpage.
Effective 18 Dec 2018
1. AOI – Nearmap will provide the Licensee the Offline Products for the area of interests (“AOI”) as attached to this Quote.
2. Delivery – The Offline Products will be delivered to the Licensee (in whole or in part) on a date or dates, or within a time frame that is mutually agreed between Nearmap and the Licensee. The Offline Products will be delivered to the Licensee via a delivery method as determined by Nearmap in its sole discretion having regard to the size of the AOI (“Delivery Method”), which includes but is not limited to secure cloud download link, HDD, FTP (when and as made available by Nearmap) or through a Nearmap portal (when and as made available by Nearmap).
3. Cancellation of Offline Products – If the Licensee is not in breach of the Agreement, and Nearmap has not completed the delivery of the Offline Products in accordance with clause 2 of this Product-Specific Terms, the Licensee may cancel its purchase of the undelivered Offline Products via written notice, effective immediately. Where the Quote only sets out the Licensee’s purchase of the undelivered Offline Products, the cancellation of the undelivered Offline Products will automatically terminate the Agreement.
4. Commencement – The term of the Agreement commences on the day the Licensee first receives the Offline Products (whether in whole or in part) from Nearmap (“Commencement Date”). Nearmap will invoice the Licensee on the Commencement Date and on the Anniversary Date for the Offline Products .
5. Updated Products – Throughout the Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available. Nearmap and the Licensee will mutually agree on the timing for delivery and the Delivery Method for providing the updated Offline Product to the Licensee. The Licensee may continue accessing the previous Offline Products, or may choose to access the updated Offline Products via the selected Delivery Method.
6. No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
7. Non-Applicable Terms – All terms in the Agreement relating to Seats, the Website, Periodic Data Allowance, Third Party Providers, Nearmap Property and Nearmap Now do not apply to the Offline Products.
8. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, (a) the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Offline Products to confirm that the Licensee has deleted and destroyed all Offline Products provided under this Agreement (except the Offline Products incorporated in Derivative Works, as permitted under the Agreement), or (b) the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all Offline Products provided under this Agreement.
9. No Machine Learning – For the avoidance of doubt, the Licensee is not permitted to perform machine learning or any activity that could be considered to be machine learning on the Offline Product without Nearmap’s prior written consent.
10. Renewal – Notwithstanding the terms in the agreement, this Agreement may be renewed by mutual agreement between Nearmap and the Licensee, by written notice at least thirty (30) days prior to the expiry of the Term, for a period agreed between the parties (“Renewal Term”).
11. Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, the Licensee may continue to use the Offline Products, which was delivered to the Licensee under the initial Agreement with the same AOI, for the Permitted Purpose for the Renewal Term.
12. Definitions – For the purposes of this Product-Specific Terms:
(a) Anniversary Date means the date which is twelve months from the Commencement Date, and twelve months from any subsequent start date of a Renewal Term;
(b) FTP means file transfer protocol;
(c) HDD means hard disk drive;
(d) Offline Products means Offline DSM, Offline DTM, Offline Textured Mesh, Offline Point Cloud, and/or Offline True Ortho as specified on the Quote. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.
No Periodic Data Allowance
1. Periodic Data Allowance will not apply to the use of Transactional Content API.
Transactions
2. Each time the Licensee requests a Transaction, the associated Transactional Credit will be deducted from the Licensee’s Transactional Credit Allowance.
3. Each time the Licensee requests a Transaction, a Transaction Token will be generated through the API. The Transaction Token will remain valid and active for thirty (30) days (“Active Transaction Token”) from the date the Licensee generated the request. Any request made by the Licensee using the Active Transaction Token will be considered as a single Transaction.
4. The number of Transactional Credits required by the Licensee to make requests via Transactional Content API to access Nearmap Products or Content, and the applicable Fee (including bundled Nearmap Products or Content), is set out in the Pricing Table. Nearmap may update the Pricing Table, including the Nearmap Products or Content available via Transactional Content API (including bundled Nearmap Products or Content) by providing thirty (30) days written notice to the Licensee.
5. The Licensee may not consume Transactions that exceed its Transactional Credit Allowance during the Term.
6. Any unused Transactional Credit Allowance will not be rolled over into a Renewal Term.
API Update
7. Nearmap may, from time to time, retire an API, or provide, updates or new releases to the API for use by the Licensee (“API Update”). Nearmap will provide thirty (30) days written notice prior to the date of the API Update.
Definitions
a. API means an application programming interface.
b. Coverage Request means the initial call to the API requesting specific Nearmap Products or Content for an area of interest, with Transactional Credit being charged when the initial call is made.
c. Pricing Table means the table containing the number of Credits required to request specific Nearmap Products or Content that is accessed via the Licensee’s account that may be updated by Nearmap from time to time.
d. Transaction means each time the Licensee makes a Coverage Request through the API for Nearmap Products or Content.
e. Transactional Credit means the price for consuming Nearmap Products or Content as set out in the Pricing Table.
f. Transactional Content API means the API accessible by the Licensee to access and obtain delivery of the Nearmap Products or Content.
g. Transactional Credit Allowance means the number of Credits the Licensee has purchased or has been allocated as part of the Licensee’s Nearmap subscription and is permitted to use during the Term, as specified in the Quote, Agreement, or as otherwise agreed in writing between Nearmap and the Licensee.
h. Transaction Token means the transaction identifier provided through the API for a Transaction that is used to consume Nearmap Products or Content.