Product Specific Terms

Effective July 8, 2020

1. No Periodic Data Allowance –Periodic Data Allowance will not apply to the use of the 3D Export Product.

1. 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 sections 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 sections in the Agreement requiring the Licensee to delete, destroy or return to Nearmap all Products and section 5 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 visualization services, including but limited to animation, presentation and static imagery creation (“Visualization Work”) to the Licensee strictly to the extent necessary for the third party to provide Visualization 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. Definition: For the purposes of these 3D Export 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” 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 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 April 1, 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. Notwithstanding the terms in the agreement, Nearmap will not charge the Licensee any additional fees for any use by the Licensee of the Products resulting in data consumption in excess of the Periodic Data Allowance.

2. Renewal This Agreement will not auto-renew, and may only be renewed by mutual written agreement between the parties. If the Agreement is renewed by mutual agreement between the parties, the parties will in good faith discuss the appropriate Periodic Data Allowance of the Renewal Term based on the Licensee’s usage pattern and total data usage calculated at the end of the current Period.

3. For the purposes of this Product-Specific Terms,

(a) Renewal Term means the renewal term as mutually agreed between Nearmap and the Licensee.

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. Section 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.

1. Section 1.6 of the Products Agreement does not apply to this introductory offer. The Licensee acknowledges that its use of the Product is subject to the Nearmap Fair Use Policy). The Product is only available through Nearmap MapBrowser and compatible GIS/CAD integration with no API/TMS access. The licensee is not permitted to pre-fetch, cache, index or store any content through its use of the Product to be used outside of the License, except the Licensee may store limited amounts of content solely for the purpose of improving its use of the Products, and only if such storage (a) is temporary (and in no event more than 30 calendar days), (b) secure, (c) does not manipulate or aggregate any part of the content or License and (d) does not modify attribution in any way.  The Licensee is not permitted to use the Product in a manner that gives the Licensee or a third party access to mass downloads or bulk feeds of any content.

1.     Notwithstanding section 2.5 of the Agreement and subject to section 2 below, the Licensee may conduct Permitted ML during the Subscription Term using the Nearmap for ArcGIS Image Product within permitted Esri ArcGIS software products (“ArcGIS Software”). The Licensee acknowledges that the license or permission to use the ArcGIS Software is not provided by Nearmap or included under the terms of this Agreement. Licensee further acknowledges and agrees that:

(a)    ArcGIS Software includes but is not limited to ArcGIS Pro, ArcGIS Image, ArcGIS Image Analyst Extension, and ArcGIS Deep Learning Studio and must be purchased separate from the Products;

(b)   use of the ArcGIS Software is subject solely to the rights and obligations under the applicable ArcGIS Software terms and conditions;

(c)    ArcGIS Software requirements are dependent on the Licensee’s GIS infrastructure being able to process Nearmap imagery using;

(d)   Nearmap has no expressed or implied obligation to provide any support in connection with any ArcGIS Software;

(e)    Nearmap does not make any representation, warranty, or guarantee, and does not undertake any liability or obligation, with respect to any ArcGIS Software and whether the Nearmap offline imagery will function or perform as intended within any ArcGIS Software; and

(f)    The Licensee is solely responsible for any fees charged related to the processing, transfer, or hosting of products delivered by Nearmap to Licensee’s ArcGIS Online account.

2.     The Licensee will own the Intellectual Property Rights in the Permitted ML Outputs, but excluding (a) any Products contained in the ML Derivatives; (b) any extracts of the Products contained in the Permitted ML Outputs; and (c) Licensee feedback regarding the Products. For the avoidance of doubt, Nearmap will continue to own all rights in and to any Products embedded in a Permitted ML Output, but all other rights in and to the Permitted ML Output will belong to the Licensee. Unless otherwise notified to the Licensee by Nearmap, the Licensee may continue using the Permitted ML Outputs following termination or expiration of this Agreement.

3.     The Licensee may use and exploit the Permitted ML Outputs for its internal purposes only.

4.     In using the Nearmap for ArcGIS Image Product, the Licensee shall not

(a)    reverse engineer, disassemble, decompile, or otherwise reconstruct any Permitted ML Outputs, such that it would allow any unauthorized access the Products (whether in whole or in part) through the Permitted ML.

(b)   share, publish, or otherwise distribute Permitted ML Outputs that have used any Products as an input;

(c)    use the Permitted ML Outputs for any Commercial Purpose or Unlawful Purpose; or

(d)   use any Nearmap AI Content in the training and validation of the Licensee’s ML models unless an additional License has been purchased by the Licensee for that purpose.

5.     Upon expiry or termination of this Agreement, the Licensee shall

(a)    immediately cease any further Permitted ML;

(b)   only retain the Permitted ML Outputs. All other Content, including, but not limited to, screenshots, videos, or other media, must be deleted and destroyed; and

(c)    provide Nearmap a certification declaring that it has deleted and destroyed all Content except for Permitted ML Outputs within seven (7) days from the expiry or termination of the Agreement; and

7.     For the purposes of these Additional Terms and Conditions:

(a)    “Machine Learning” or “ML” means deep learning, computer vision, or artificial intelligence;

(b)   “Permitted ML Outputs” means the attribute data or set of such data relating to features extracted through Permitted ML and the models created by Permitted ML by the Licensee that does not contain any underlying Nearmap imagery; and

(c)    “Permitted ML” means the development, use, and training of Machine Learning models, methods, techniques, or software with respect to a single vintage of Nearmap Vertical imagery for the purpose of extracting ML attributes relating to geospatial features for a particular area of interest for internal use by the Licensee.

1. The Licensee’s usage of the ArcGIS Integration will be counted towards the Licensee’s total Periodic Data Allowance. Please ensure that you have sufficient Periodic Data Allowance to meet your requirements with ArcGIS Integration to avoid restrictions being placed with your subscription

These terms and conditions are applicable if you have purchased an Area Based Bundle or a Parcel Based Bundle (Note: Nearmap Product-Specific Terms shall apply to 3D Export), which include the following Products:

• Nearmap Vertical;

• Nearmap Oblique (which includes Vertical, Panorama and Oblique imagery);

• Nearmap Pro (which includes Vertical imagery and 3D Viewer); and

• Nearmap Oblique Pro (which includes Vertical, Panorama and Oblique imagery and 3D Viewer).

1. Definitions -

(a)  “2D Content” means, to the extent provided in the Quote, either Vertical, Panorama and/or Oblique imagery accessed within the AOI;

(b)  “3D Content” means, to the extent provided in the Quote, in particular 3D Viewer (as part of the Area Based Bundles or Parcel Based Bundles) or 3D Export accessed within the AOI;

(c)  “AOI” means the Area of Interest as attached to the Quote;

(d)  “Annual Allowance” means:

(i)  in relation to Area Based Bundles, the square mileage area allowance of 2D Content and/or 3D Content specified in the Quote for the Term; and

(ii) in relation to Parcel Based Bundles, the Land Parcel allowance of 2D Content and/or 3D Content specified in the Quote for the Term;

(e) “Content” means 2D Content and/or 3D Content;

(f)  “Land Parcel” means, in relation to Parcel Based Bundles, a specific parcel of land in the AOI with a specific address, regardless of whether that parcel of land is for commercial or residential use;

(g) “Top Up Blocks” means:

(i) in relation to Area Based Bundles, additional area allowance as measured by additional square mileage area requested to be used by the Licensee during the Term; and

(ii) in relation to Parcel Based Bundles, additional parcel allowance as measured by additional Land Parcels requested to be used by the Licensee during the Term.

(h) “User Based Fees” means the fees provided in the Quote.

2. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the Area Based Bundles or the Parcel Based Bundles.

3. Annual Allowance –

(a) The Licensee is permitted to use up to the Annual Allowance of the Products specified on the Quote in accordance with section 1.1 of the Agreement for its internal purposes for the Term.  For the avoidance of doubt, this Agreement does not grant the Licensee the right to use any Nearmap Products not provided on the Quote.

(b)Area Based Bundles: In relation to Area Based Bundles, the following conditions apply to the Licensee’s Annual Allowance:

(i) in counting the number of square miles of Content accessed by the Licensee during the Term (including by its Authorized Users), Nearmap will not double count where the Licensee accesses a particular square mile of 2D Content more than once;

(ii) if the number of square miles of Content accessed by the Licensee during any Term is less than the Annual Allowance, the balance will not be rolled over to a following Term; and

(iii) Nearmap will provide notice to the Licensee if it becomes aware the Licensee has exceeded the Annual Allowance for the Term.

(c) Parcel Based Bundles: In relation to Parcel Based Bundles, the following conditions apply to the Licensee’s Annual Allowance:

(i) in counting the number of Land Parcels accessed by the Licensee during the Term (including by its Authorized Users), Nearmap will not double count where the Licensee accesses a particular Land Parcel of 2D Content more than once;

(ii) if the number of Land Parcels of Content accessed by the Licensee during any Term is less than the Annual Allowance, the balance will not be rolled over to a following Term; and

(iii) Nearmap will provide notice to the Licensee if it becomes aware the Licensee has exceeded the Annual Allowance for the Term; and

4. Top Up Blocks –The Licensee may purchase additional Top Up Blocks at any time.  The Top Up Blocks purchased will only be added to the Licensee’s account once payment has been made within the payment term specified on the invoice.

5. Exceeding Allowances – If the Licensee exceeds or is about to exceed its Annual Allowance:

(a) Nearmap may, in its absolute discretion, elect to:

(i) restrict the Licensee’s access to the Products until the Annual Allowance is reset or until additional fees are paid as agreed between the parties; or

(ii)  immediately cease the Licensee’s access to the Products for the remainder of the Term; and

(b) Area Based Bundles: In relation to Area Based Bundles, Nearmap and the Licensee will negotiate the purchase by the Licensee of additional square mileage area allowance for the Content, on terms mutually agreeable to Nearmap and the Licensee; and

(c) Parcel Based Bundles: In relation to Parcel Based Bundles, Nearmap and the Licensee will negotiate the purchase by the Licensee of additional Land Parcel allowance for the Content, on terms mutually agreeable to Nearmap and the Licensee.

6. User-Based Fees – Where the Quote provides for Authorized Users, User-Based Fees shall apply in addition to other Fees.

7. Fair Use – The Licensee acknowledges and agrees that its use of the Products must be reasonable, comply with the terms of the Agreement, and must not adversely affect other Nearmap customers’ use of or access to the Products.  In particular, the Licensee agrees that it must not:

(a) permit any person, other than Authorized Users, to access or use the Products; or

(b) use the Product in a manner (including with regard to the volume of data usage) that is disproportionate when compared to other Nearmap customers, as determined by Nearmap acting reasonably.

8. Exceeding Fair Use – Where the Licensee’s use of the Products contravenes section 7 of these Area Based and Parcel Based Bundle-Specific Terms, Nearmap may request the Licensee to change its behavior and usage pattern so that it conforms with section 7, or to upgrade to a more suitable Product (if applicable).  Where the Licensee’s use of the Products continues to contravene section 7 in the month after Nearmap provides the request to the Licensee, Nearmap may, without further notice:

(a) restrict the Licensee’s access to low resolution imagery for the remainder of the Term;

(b) restrict the Licensee’s access in another manner determined by Nearmap in its discretion for the remainder of the Term;

(c) immediately cease the Licensee’s access to the Products; or

(d) exercise any other right available to Nearmap under the terms of the Agreement.

1. License – Subject to the Agreement, Nearmap grants the Licensee a limited, non-exclusive, non-transferable license 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 Authorized 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 Authorized 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) “Authorized Users” means individuals with access to the Beta Products under this license.

(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 License; 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 License; 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.

1. No Periodic Data Allowance – Periodic Allowance will not apply to the use of the Delegated Authentication Product.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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 License, 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. GeoData Link for Government. The GeoData Link for Government 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 for Government include information regarding viewing Licensed Content or integrating Permitted Public Location Data into MapBrowser or an approved Nearmap Widget and are documented in the Help Center.

3. Location Data. If the Licensee integrates any Permitted Public Location Data for use in GeoData Link for Government, 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 for Government Product is not subject to any Periodic Allowance.

5. Esri Terms. Integrating and using Permitted Public Location Data from Esri via the GeoData Link for Government 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 for Government

(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 for Government.

(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) “Help Center” 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 April 8, 2021

The Terms and Conditions set out in section 1 “AI Attributes: General Provisions” below apply to all Nearmap related AI Products.

1. AI Attributes: General Provisions

(a) AI Attributes have been computed under the parameters set out in Help Center.

(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.

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 Center.

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 Center.   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 Center 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 Center.

(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 Product 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 section 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 sections 1.2 and 3.1 of the Agreement, access to the Nearmap Essentials Beta Product will only be granted to Authorized Users. Nearmap may, at its absolute discretion, require the Licensee and its Authorized 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.

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 integrate information and data derived from Public Datasets of which Nearmap cannot verify or guarantee the accuracy, reliability, or completeness. The Outputs, Public Datasets, and any other data, provided to the Licensee through the Nearmap Fire Risk AI Product are provided “as-is”. 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 Help Center.

(c) Public Datasets means Wildfire Hazards Potential data (WHP) from U.S. Department of Agriculture, Wildland-urban interface data (WUI) from U.S. Geological Survey, 3D Elevation Program (3DEP) from U.S. Geological Survey, and other datasets that Nearmap integrates and publishes in Help Centre from time to time.

(d) 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.

1. Subject to section 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 Nearmap’s discretion and in line with the 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 unfavorable 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. The classification of a Disaster Event and Nearmap’s conditions to determine the Survey Area(s) can be found on the Help Center.

4. A Survey Area(s) will not be uploaded onto the Website to allow other Nearmap customers to access the Survey Area(s) unless, Nearmap in its absolute discretion determines that the Survey Area(s) forms part of Nearmap’s standard capture program or allow other customers of Nearmap to access the Survey Area(s) on the Website.

5. Where any foregoing sections conflict with any details published on Help Center, these terms will prevail.

6. Definitions

(a) Disaster Event means:

(i) Wildfires;

(ii) Hurricanes; or

(iii) Tornados.

(b) Help Center 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 Center.

(c) Program Allowance means the aggregate area measured in square kilometers that Nearmap captures, at its sole discretion, across all Disaster Events.

(d) 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 July 11, 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 Center.

(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 Center.

(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 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 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 Center.

(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 Center 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 Center, which may be updated from time to time at Help Center.

(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.

Effective July 11, 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 Center.

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 Center 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 Center located at Help Center.

(b) Output means a damage detection assessment in CSV, or other formats made available by Nearmap and published on Help Center from time to time.

1. Nearmap Sync – Nearmap Sync allows the Licensee to access certain Products or Content during the Term via designated Platform Software. Nearmap Sync is made up of the following Products:

(a) Nearmap Widget – The Products and Content available through Nearmap Widget shall be determined in the sole discretion of Nearmap.

(b) GeoData Link – The Product-Specific Terms applicable to the version of GeoData Link applicable to the Licensee’s use of GeoData in Nearmap Sync.

(c) Delegated Authentication – The Product-Specific Terms applicable to Delegated Authentication apply to the Licensee’s use of Delegated Authentication in Nearmap Sync.

2. License to Platform Software – In order to use Nearmap Sync, the Licensee must have an active license to Platform Software. Nearmap does not provide a license to Platform Software. The Licensee is solely responsible for obtaining and maintaining its license to Platform Software during the Term. Nearmap is not responsible for any errors or omissions in any Platform Software.

3. Beta License – Subject to the Agreement, Nearmap grants the Licensee a limited, non-exclusive, non-transferable license to use the Nearmap Sync 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, Nearmap Sync is for internal use by the Licensee and its employees only.

4. General Availability – The Licensee must cease use of Nearmap Sync if Nearmap Sync becomes a Generally Available Product offered by Nearmap. In such a case, Licensee must agree to applicable terms and conditions and payment of Fees (as required) associated with Nearmap Sync as a Generally Available Product.

5. Licensee Feedback – Nearmap is free to use any 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, 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.

6. Termination – Nearmap may terminate the Licensee’s access to Nearmap Sync in its absolute discretion upon written notice to the Licensee. Upon termination, the Licensee must cease all use of Nearmap Sync and must immediately destroy, delete, or return Nearmap Sync to Nearmap.

7. No Warranty – Nearmap Sync is provided “as is” without warranty of any kind. Nearmap makes no representations or warranties regarding the Nearmap Sync 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 Nearmap Sync exceed $100 in the aggregate.

8. Confidentiality – All information regarding Nearmap Sync is considered the Confidential Information of Nearmap under the Agreement.

9. 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.

10. Definitions.

(a) Platform Software means a third-party software product or platform that supports the integration of Products or Content through Nearmap Sync.

(b) GeoData Link means either GeoData Link for Government, GeoData Link for US, GeoData Link for AU, or GeoData Link for NZ, as applicable to Licensee.

(c) Nearmap Widget means an embedded tool within CAMA Software through which the Licensee may access certain Products or Content.

(d) Feedback means any of Licensee’s written or oral feedback, comments, questions, suggestions or the like on features, functionality and/or improvements, enhancements, corrections, modifications of Nearmap Sync.

(e) “GA” or “General Availability” means the unconditional release of a Beta Product to the public.

Effective February 8, 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 and which is to be included in the Order Summary. 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 section 1 of these Product-Specific Terms and section 12 (Force Majeure section) 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 section 6.3 (Termination by Nearmap section) prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee.

6. Other Products This section will not be applicable to the Licensee if the Licensee has not purchased a Survey.

7. Definitions

(a) Order Summary means the “Order Summary” document provided by Nearmap to the Licensee.

(b) 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 authorized and documented by Nearmap in our Help Center (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 section 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 sections 1.2 and 3.1 of the Agreement, access to the Nearmap Pro Beta Product will only be granted to Authorized Users. Nearmap may, at its absolute discretion, require the Licensee and its Authorized 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.

1. General Provisions

(a)  The Licensee will access the Nearmap PropertyVision Product via the Website.

(b)  To access the Nearmap PropertyVision Product, the Licensee must have an active subscription to:

(i)        a Base Nearmap Product; and

(ii)        Nearmap AI.

(c)  Add-on Products can be accessed via the Nearmap Property Vision Product, including but not limited to Nearmap Roof Condition, Nearmap ImpactResponse and Nearmap ImpactAssessment AI (“Add-on Products”), which are subject to the Licensee having an active subscription to the applicable Add-on Products. The Licensee acknowledges and accepts that the capability and functionality of Nearmap AI accessible in PropertyVision may vary from accessing Nearmap AI in the Nearmap MapBrowser. Nearmap may make updates or changes to the Add-on Products available via the Nearmap PropertyVision Product from time to time at Nearmap’s absolute discretion. Excluding the terms regarding APIs, the Product-Specific Terms of the applicable Add-on Products apply to the Licensee’s access to the Nearmap PropertyVision Product

(d)  Nearmap PropertyVision Product specifications, parameters, Add-on Products and exporting formats, are available in Nearmap’s Help Centre, which are subject to change from time to time at Nearmap’s absolute discretion.

2. Transactions

(a)        If the Licensee elects to search a Land Parcel available to the Licensee on the Website via the PropertyVision interface, this will be applied to the Transaction Allowance.

(b)        If the Licensee elects to download and/or export data of a Land Parcel available to the Licensee on the Website via the PropertyVision interface, this will be applied to the Transaction Allowance.

(c)         Where a selected area of interest exceeds the remaining Transaction Allowance, the Licensee will be unable to request the address search and export.

(d)        Once the Licensee has used its Transaction Allowance it will no longer be able to request an address search and export unless it elects to purchase Top Up Blocks or until its Transaction Allowance resets.

(e)        At all times Transactions for the Nearmap PropertyVision Product (including Add-on Products) are prohibited from being consumed in the Nearmap MapBrowser, unless otherwise agreed to in writing by Nearmap.

3. Definitions

(a)        API means an application programming interface.

(b)        Base Nearmap Product means a standard Nearmap product including but not limited to Vertical, Oblique, Panorama or Advantage Products.

(c)         Transaction means each time the Licensee uses the Website via the PropertyVision interface to search a Land Parcel or export a Land Parcel.

(d)        Transaction Allowance means the number of Transactions the Licensee is permitted to carry out in a Period, as specified in the “Allowance” or “Periodic Allowance” column of the Quote, Agreement, or other documentation unless otherwise agreed to in writing between Nearmap and the Licensee.

(e)        Help Center 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 Help Center.

(f)          Land Parcel means an individual structure on a specific parcel of land with a specific address for a specific vintage, regardless of whether that parcel of land is for commercial or residential use.

(g)        Top Up Block means additional Transaction Allowance as measured by additional Transactions purchased by the Licensee during the Term.

1. General Provisions

(a) Subject to section 9.2 of the Agreement, to the maximum extent permitted by applicable law, Nearmap assumes no liability or responsibility for:

(i) any errors, mistakes, or inaccuracies in the Outputs; and

(ii) death, personal injury or property damage of any nature whatsoever resulting from access to and use of the Nearmap Roof Condition Product.

(b) The Transaction Token and associated Outputs are generated under the parameters set out in Help Center.

(c) The Licensee may not use the Nearmap Roof Condition Product 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 Nearmap Roof Condition Product after the termination or expiry of its License in connection with the Nearmap Roof Condition Product.

(d) 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.

2. Transactions

(a) Each time the Licensee generates a Transaction Token through the API, it will be counted towards the Licensee’s Transaction Allowance.

(b) If the Licensee exceeds the Transaction Allowance, Nearmap may, in its absolute discretion, elect to:

(i) restrict the Licensee’s access to the Nearmap Roof Condition Product until the Transaction Allowance is reset or until additional fees are paid; or

(ii) immediately cease the Licensee’s access to the Products for the remainder of the Period.

(c) If the Licensee does not draw down against its Transaction Allowance in any given Period, any unused balance will not be rolled over to the following Period.

(d) A Transaction Token will remain valid and active for thirty (30) days (“Active Transaction Token”) from the transaction date. Any requests made by the Licensee using the Active Transaction Token will be considered as a single Transaction. Where a new Transaction Token is generated and used to request one or more of the Outputs, it will be considered as a separate Transaction.

3. API

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.

4. Definitions

(a) API means an application programming interface.

(b) Help Center 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 Center.

(c) Land Parcel means a specific parcel of land with a specific address.

(d) Output means a roof condition assessment in CSV, JSON or PDF format, or other formats made available by Nearmap and published on Help Center from time to time.

(e) Transaction means each time the Licensee uses the API to request a Transaction Token for a Land Parcel.

(f) Transaction Token means the transaction identifier provided through the API for a Land Parcel that can be used to obtain an Output.

(g) Transaction Allowance means the Number of Transactions the licensee is permitted to carry out in a Period, as specified in the “Allowance” or “Periodic Allowance” column of the Quote, Agreement, or other documentation unless otherwise agreed in writing between Nearmap and the Licensee.

Effective March 15, 2022

These terms apply to any purchase of a Nearmap Vertical Offline Copy Product (“Offline Copy”) effective March 15, 2022 and replaces the terms applicable to Offline Copy Add-on for Government Product. For all Offline Copy Add-on for Government Products purchased prior to March 15, 2022 the terms for Offline Copy Add-on for Government Products apply and can be found here.

1. Nearmap will provide to the Licensee one single local “on-premises” Offline Copy of a mutually agreed area of interest (“AOI”) as further described in the shape file (“AOI”) attached to the Quote.

2. The Offline Copy will be delivered to the Licensee on a mutually agreed date or dates, or within a timeframe that is mutually agreed between Nearmap and the Licensee and where there is no agreement, Nearmap will deliver no later than two (2) months from the Commencement Date.

3. At all times subject to weather and air traffic control restrictions, Nearmap will use commercial reasonable endeavours to provide the Offline Copy in accordance with the technical specifications detailed in the attached AOI and Quote.

4. Licensee may only use the Offline Copy for Permitted Purposes.

5. Unless otherwise detailed in the attached AOI and Quote, the vintage of the imagery to be provided for the Offline Copy is to be mutually agreed between the parties.

6. The Offline Copy may be retained by the Licensee after expiry or termination of this Agreement which may only be used for any purposes related to emergency services in connection with the Licensee’s ordinary course of business.

7. The single Offline Copy will only be provided for the current Term (or Renewal Term) (whichever is applicable) but does not apply to any successive Renewal Term unless expressly set out in the Agreement.

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), 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 endeavor 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.

Effective Dec, 18 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 endeavors 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 DEM, Offline DSM, 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.

1. During the Term of the Agreement, the Licensee is permitted to publish extracts of static imagery contained within the Product (“Static Imagery”) on the Licensee’s public facing website subject to the following:

(a) on a single domain (“Licensee Website”);

(b) web map view only which includes but is not limited to ArcGIS Online (“WebMap”);

(c) the extract of the Static Imagery that may be published must be in some way connected to the Licensee and its ordinary course of business.  For the avoidance of doubt, the Licensee is expressly prohibited from publishing all imagery that may be accessible through the Product on the Licensee Website and the Webmap;

(d) no export tools for the Static Imagery are to be made available through the WebMap and/or the Licensee Website;

(e) the Static Imagery displayed must not be accompanied by drawing or measuring tools;

(f) the Licensee must use online solutions for integrating the Static Imagery into the WebMap and/or to the Licensee Website which are made available by Nearmap from time to time, which at the Commencement Date is through an application programming interface for ArcGIS Online;

(g) the Licensee must acknowledge Nearmap in accordance the Agreement where the Static Imagery are displayed on the Licensee Website and WebMap;

(h) the Licensee is not restricted on the vintage of the Static Imagery which may be displayed on the Licensee Website and Webmap;

(i) the extracts of the Static Imagery displayed on the WebMap and/or the Licensee Website should not be degraded. But the zoom level of the Static Imagery is restricted to Level 20 (6 inch imagery resolution) or 1:564 Map Scale; and

(j) it is the Licensee’s responsibility to implement the zoom restriction set out in section 1(i) of these terms.

2. The Licensee must use commercially reasonable efforts to prevent unauthorized use of, access to and exporting of any Static Imagery through the Licensee’s Website by any of its users.

1. Rapid Appraisal Solution. Rapid Appraisal Solution, or “RAS”, allows the Licensee to access certain Products or Content during the Term via designated CAMA Software. RAS is made up of the following Products: Nearmap Widget, GeoData Link for Goverrnment, 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 for Government. The Product-Specific Terms applicable to GeoData Link for Government apply to the Licensee’s use of GeoData Link for Government in RAS.

(c) Delegated Authentication. The Product-Specific Terms applicable to Delegated Authentication apply to the Licensee’s use of Delegated Authentication in RAS.

2. License to CAMA Software. In order to use RAS, the Licensee must have an active license to CAMA Software. Nearmap does not provide a license to CAMA Software. The Licensee is solely responsible for obtaining and maintaining its license to CAMA Software during the Term. Nearmap is not responsible for any errors or omissions in any CAMA Software.

3. Government Licensee. Unless otherwise expressly approved by Nearmap in writing, the Licensee must be a government, government agency, or appraisal district in order to use RAS. Government contractors assisting in appraisal-related activities may access and use RAS on behalf of the Licensee, provided that (a) the government contractor is not permitted to use RAS for any customer or client other than the Licensee, and (b) the Licensee will be responsible for the acts or omissions of the government contractor under the Agreement.

4. Periodic Allowance. The Licensee’s use of RAS is not subject to any Periodic Allowance. However, Periodic Allowance may apply to certain Products or Content consumed via RAS.

5. Definitions.

(a) CAMA Software means a third-party Computer Assisted Mass Appraisal Software product or platform that supports the integration of Products or Content through RAS.

(b) Nearmap Widget means an embedded tool within CAMA Software through which the Licensee may access certain Products or Content.

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.