ATOM/TARA Terms and Conditions
These terms and conditions (these “Terms”) govern your (“Customer” or “you”) use of the website located at https://apps.euspaceimaging.com/atom/ (“ATOM”) and the use of the Application Programming Interface (“TARA”) offered by European Space Imaging GmbH, a company duly incorporated and existing under the law of Germany, with registered address atArnulfstrasse 199, 80634 Munich (“European Space Imaging”), directly or from a Certified Reseller of European Space Imaging.
By signing up, accessing, or using ATOM or TARA (the “Services”), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms.
The Services and Content offered by European Space Imaging are intended exclusively for use by businesses, public authorities, and other commercial or institutional entities (collectively, “Business Users”). By registering for or using the Services, the Customer represents and warrants that it is not a consumer within the meaning of applicable consumer protection laws, in particular § 13 of the German Civil Code (BGB).
1. Introduction to our Services
Customer may license certain data (including images) collected by satellites available for tasking or archive ordering (“Content”) via European Space Imaging’s Services. Content made available via European Space Imaging’s Services are licensed, not sold, to the Customer.
2. Using our Services
ATOM and TARA enable you to order Content from various providers (the “Providers”). Subject to applicable law, rule, and regulation, including European Space Imaging’s existing contractual commitments (including without limitation to Providers and government agencies), European Space Imaging grants Customer a limited, non-exclusive, nontransferable, and non-sublicensable license and right to access and use the Services as contemplated under these Terms.
(A) ATOM/TARA ACCOUNT
Using European Space Imaging’s Services and accessing Content that Customer licensed, unless accessed through a distributor, requires creation of a Customer’s ATOM/TARA account (“Account”). Customer will not allow any individual other than those individuals whom Customer has, subject to the regulatory review below, authorized to use the Services (each, an “Authorized User”) to access or use the Services. Customer agrees to provide European Space Imaging with accurate, complete and current account information and keep this information up to date. Customer is solely responsible for all activities that occur under its Account and for maintaining its Account’s confidentiality and security. European Space Imaging is not responsible for any losses arising from its unauthorized use. Customer agrees to promptly contact European Space Imaging if it suspects that its Account has been compromised. European Space Imaging will have the right to rely upon any information received from any person using a password or other security measures assigned to Customer or its Authorized Users and will incur no liability for this reliance.
All registrations with ATOM/TARA will be subject to regulatory review by European Space Imaging or a third party at European Space Imaging’s sole discretion. European Space Imaging reserves the right to refuse Services and Content to anyone for any reason, including, without limitation, if European Space Imaging is prohibited from providing the Content or Services to Customer. Customer’s access to ATOM/TARA and Content may be disabled, suspended or terminated by European Space Imaging for any reason, including, without limitation, if European Space Imaging discovers or suspects a breach in any of the security measures established by European Space Imaging, such as unauthorized access or attempted access to Customer’s Account or any use of Customer’s Account except by an Authorized User.
(B) PAYMENTS
You expressly authorize us to charge you for all orders placed by your Account. Payments of sums due to European Space Imaging under these Terms must be made in U.S. dollars or Euros by wire transfer of immediately available funds to an account designated by European Space Imaging, or such other payment method mutually agreed by the Parties such as a credit card or debit card. All payments are non-refundable and you may not set off, discount or otherwise reduce or refuse to pay any amounts due to European Space Imaging under these Terms. If you fail to make any payment when due, late charges will be due, and European Space Imaging may suspend your Account until all payments are made in full.
(C) DELIVERY AND DOWNLOADS
Customer will be notified electronically once the Content is available in the Customer’s Account. Customer acknowledges and agrees that European Space Imaging does not guarantee availability of the Content after the delivery, and may in its sole discretion revoke access to such Content, including, without limitation, if required by an applicable governmental authority.
(D) FEASIBILITY STUDIES
Collection feasibilities provided by ATOM/TARA are estimates of the probability of successful collection, based on factors such as local weather conditions, seasonality, and regional competition for satellite resources. As collection conditions are inherently dynamic, these feasibility estimates are subject to change. They are provided for informational purposes only and do not constitute a commitment or guarantee that the order will be completed within the specified timeframe.
3. Pricing and Invoicing Terms
(A) Preliminary Pricing
Prices displayed during the ordering process or listed in quotes are based on preliminary tasking or processing parameters. Final pricing may be adjusted downward (never upward) based on technical factors such as order bundling, acquisition overlaps, or final delivery specifications. Any such price reduction will be communicated to the Customer before invoicing. The final invoiced amount will never exceed the quoted amount, unless separately and expressly agreed in writing.
(B) Currency
All prices are quoted in U.S. Dollars (USD), unless expressly agreed otherwise. Customers within the European Union acknowledge and accept that invoices may be issued in USD and are responsible for handling any associated currency conversion or bank charges. VAT obligations will be handled in accordance with applicable EU and German tax regulations.
(C) Taxes and VAT
VAT (Value Added Tax) and other applicable taxes will be applied in accordance with the relevant tax regulations of the European Union and the Federal Republic of Germany. Where VAT is not applicable (e.g., intra-community reverse charge or export outside the EU), the applicable legal reference (e.g., § 4 Nr. 1a UStG or § 13b UStG) will be stated on the invoice. Customers are responsible for fulfilling any local tax obligations in their jurisdiction.
4. CONTENT LICENSE
By accessing and using the Services, you acknowledge and agree that any Content that may be provided to you via the Services will be licensed to you under the terms and conditions set by the respective Provider. By accessing, downloading, or using such Content, you acknowledge and agree that your use of the Content will be subject to the terms of the respective applicable license. In case of a conflict between these Terms and the Content-specific terms and conditions, the Content-specific terms and conditions will take precedence, but only to the extent of the conflict.
5. SERVICE RESTRICTIONS
You agree not to do any of the following:
- Except as expressly set forth herein, use, display, mirror or frame the Services or any individual element within the Services, European Space Imaging’s or Providers names, trademarks, logos or other proprietary information, without European Space Imaging’s express written consent;
- Except as expressly set forth herein, permit any individual, other than Authorized Users, to access and use the Services;
- Access, tamper with, or use non-public areas of the Services, European Space Imaging’s computer systems, or the technical delivery systems of Providers;
- Attempt to probe, scan or test the vulnerability of any European Space Imaging’s system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by European Space Imaging’s or any of the Providers or any other third party (including another user) to protect the Services;
- Except as expressly permitted hereunder, use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
European Space Imaging reserves the right to monitor access to or use of the Services for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. European Space Imaging reserves the right to remove or disable access to any content, including, without limitation, any Content, at any time and without notice, including, but not limited to, if European Space Imaging believes such Content violates any applicable law, rule, regulation, or other governmental mandate, order, or policy, or if European Space Imaging, in its sole discretion, considers it to be harmful or otherwise in violation of these Terms. European Space Imaging has the right to investigate violations of these Terms or conduct that affects the Services. European Space Imaging may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
6. TERM AND TERMINATION
(A) TERM
These Terms commence upon acceptance (including via access and use of the Services or any Content) by Customer and continue until terminated as provided below.
(B) TERMINATION
By European Space Imaging. European Space Imaging may suspend or terminate Customer’s access to and use of the Services, including suspending access to or terminating Customer’s Account, at European Space Imaging’s sole discretion, at any time and without notice to Customer, including if Customer fails, or if European Space Imaging has a reason to believe that Customer has failed, to comply with any of the provisions of these Terms and/or terms of the licenses thereunder.
By Customer. Customer may terminate these Terms and associated rights at any time by cancelling Customer’s Account by sending European Space Imaging an email at info@euspaceimaging.com; provided that Customer will remain liable for all amounts due under the associated Account up to and including the date of termination.
Survival. Upon termination or expiration of these Terms for any reason, Customer will (i) promptly cease use of the Services. The expiration or termination of these Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration. Sections 2(b) (only for payments due and owing to European Space Imaging prior to the termination), 4, 5, 6(b), and 7–12 survive the termination or expiration of these Terms.
7. WARRANTY; DISCLAIMER; AVAILABILITY
European Space Imaging warrants that the Content, at the time of delivery, materially conforms to the agreed specifications. Minor deviations that do not materially affect the intended use shall not constitute a defect.
The Customer shall inspect the delivered Content promptly upon delivery and notify European Space Imaging in writing of any apparent defects without undue delay, in accordance with § 377 of the German Commercial Code (HGB). In the case of hidden defects, the Customer must notify European Space Imaging promptly upon discovery. Failure to notify defects in due time shall be deemed acceptance of the Content or Services with respect to such defects, unless European Space Imaging has fraudulently concealed the defect.
The limitation period for warranty claims shall be twelve (12) months from the date of delivery. This shall not apply in cases of willful misconduct, gross negligence, fraudulent concealment of a defect, or injury to life, body, or health.
In the event of a defect, the Customer shall be entitled, at European Space Imaging’s discretion, to either replacement delivery or rectification of the defect (subsequent performance). If subsequent performance fails or is unreasonable, the Customer may reduce the purchase price or withdraw from the contract.
Any further warranties, whether express or implied, including fitness for a particular purpose, are excluded unless expressly agreed otherwise.This warranty shall not apply if the non-conformity is caused by misuse, unauthorized modification, or use in violation of these Terms by the Customer or any third party acting on its behalf.
The Customer is responsible for implementing appropriate data backup, security, and risk mitigation measures. European Space Imaging also reserves the right to reasonably modify, suspend, or discontinue parts of the Services or Content at any time. Where such changes materially impair the agreed use of the Services or Content, the Customer may terminate the Agreement with immediate effect.
Nothing in this clause shall limit liability for damages as set forth in Section 8 hereof.
8. LIMITATION OF LIABILITY
European Space Imaging shall be liable to the Customer without limitation in cases of intent or gross negligence. In cases of slight (ordinary) negligence, European Space Imaging shall only be liable for breaches of essential contractual obligations (“cardinal duties”). In such cases, liability shall be limited to typically foreseeable damages at the time of contract conclusion.
Liability for damages resulting from injury to life, body, or health shall remain unaffected.
To the extent permitted by mandatory applicable law, European Space Imaging shall not be liable for indirect, incidental, or consequential damages, including but not limited to loss of anticipated profits, loss of data, business interruptions, or reputational harm, unless caused by intentional or grossly negligent conduct.
The total liability of European Space Imaging for all claims arising out of or in connection with the use of the Services or Content shall be limited to the total fees paid by the Customer under the relevant agreement during the twelve (12) months preceding the event giving rise to the claim.
The limitations of liability set forth herein shall apply to all claims, whether arising from contract, tort (including negligence), or otherwise, except to the extent that mandatory statutory provisions dictate otherwise.
9. INDEMNIFICATION
The Customer shall indemnify and hold harmless European Space Imaging, its affiliates, licensors, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees), to the extent such claims arise out of or relate to:
(a) the Customer’s or any Authorized User’s unlawful use of the Services or Content,
(b) the Customer’s or any Authorized User’s breach of these Terms, or
(c) any infringement of third-party rights resulting from content provided or actions taken by the Customer or its Authorized Users.
This indemnification obligation applies only where the Customer is responsible for the underlying act or omission.
European Space Imaging reserves the right to suspend or terminate access to the Services or Content if there is a reasonable suspicion of material breach of these Terms. The Customer shall not assert any claims for damages solely resulting from such suspension or termination, provided that European Space Imaging acted in good faith and in accordance with applicable law.
Nothing in this clause shall limit any statutory rights of either party or exclude liability for willful misconduct or gross negligence.
10. EQUITABLE REMEDIES
The parties agree that a breach or threatened breach by Customer of its obligations under these Terms would give rise to irreparable harm to European Space Imaging and that European Space Imaging will be entitled to seek equitable relief (without any requirement to post bond), including injunctive relief or specific performance of the terms, in addition to any other remedy to which it is entitled at law or in equity.
11. GOVERNING LAW AND PLACE OF JURISDICTION
All matters and disputes arising out of or in connection with this License Agreement will be governed by and construed under the laws of Germany.
The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be the courts having jurisdiction at the registered seat of European Space Imaging. European Space Imaging reserves the right to bring claims at the Customer’s general place of jurisdiction as well.
Mandatory statutory provisions on exclusive jurisdiction shall remain unaffected.
12. GENERAL
(A) CHANGES OF TERMS
European Space Imaging may amend these Terms and introduce additional terms and conditions to reflect changes in legal requirements, business operations, or Services, provided such changes do not unreasonably disadvantage the Customer. Changes shall be notified to the Customer in at least text form (e.g., via email or platform notification).
If the Customer does not agree to the modified Terms, the Customer may terminate the Agreement at any time with immediate effect. Continued use of the Services after the effective date of the modifications shall be deemed acceptance of the modified Terms.
This shall not apply to material changes affecting the core contractual obligations, which require express Customer consent unless the Agreement may be terminated by either party at any time without notice.
(B) COMPLIANCE WITH LAWS
Customer agrees to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to Customer or Customer’s use of the Services, including without limitation, the Global ABAC Regulations and the Sanctions and Export Control Laws. For purposes of this Agreement, the “Global ABAC Regulations” means the Foreign Corrupt Practices Act (FCPA), as amended, the UK Bribery Act 2010, the German Anti-Corruption Law, or any comparable law in any country applicable to the Services or to the Customer or European Space Imaging; and the “Sanctions and Export Control Laws” refers to any law, regulation, statute, prohibition, or similar measure related to economic sanctions, export controls, trade embargoes, or other restrictive measures, applicable to the Services, the Customer, or European Space Imaging, including without limitation, (i) the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State and the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce (including the antiboycott regulations administered by the Office of Antiboycott Compliance); (ii) United States customs regulations administered by the U.S. Customs and Border Protection; (iii) the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; and the statutes, Executive Orders, and regulations administered by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); and (iv) the EU Dual-Use Regulation, Council Regulation (EC) No 428/2009.
Customer’s use of the Services may also be subject to other laws. Customer may not use the Services or otherwise export, re-export, transfer or release the Content except as authorized by the Content-specific terms and conditions, the Sanctions and Export Control Laws and any other applicable United States law, EU law, German law, and the laws of the jurisdiction in which Services or Content were obtained, received or used. In particular, but without limitation, Customer agrees that it will not export, re-export, transfer, release or otherwise make available Content, directly or indirectly, to or from any country, region, individual or entity in violation of, or for purposes prohibited by Sanction and Export Control Laws.
By using the Services and the Content, Customer represents and warrants that neither it nor any of its Authorized Users are or are engaged in any transaction or other business (i) in violation of Sanctions and Export Control Laws; (ii) with any entity (A) appearing on the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders list, or the Sectoral Sanctions Identifications List maintained by OFAC, or owned or controlled by such an entity or individual or group of entities or individuals, (B) appearing on the Denied Persons List, Entity List, or Unverified List maintained by the U.S. Department of Commerce Bureau of Industry and Security (“BIS”), (C) appearing on the Debarred List of the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”), or (D) persons identified by any other list of sanctioned or restricted parties for export, import, sanction, government contracting, or related reasons administered by the U.S. government or any other government in which the Customer conducts business; (iii) in violation of the antiboycott prohibitions, or failed to comply with the reporting requirements, of the Antiboycott Regulations (15 C.F.R. Part 760) and the Tax Reform Act of 1976 (26 U.S.C. § 999); or any other country or region embargoed or subject to substantial trade restrictions by a governmental authority in any jurisdiction in which the Customer is organized, located, or operates.
Customer will not knowingly do business with criminal organizations, terrorist organizations or other people or groups, either directly or indirectly, that are likely to use the Product for purposes that are illegal or adverse to the interests of the United States Government or the German Government.
Customer agrees that European Space Imaging shall have no obligation to provide any Services or Content where European Space Imaging believes the provision of Services or Content could violate Sanctions and Export Control Laws.
(D) MISCELLANEOUS
European Space Imaging, its Providers, and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. Customer acknowledges that the Services are protected by copyright, trademark, and other laws of the United States, Germany, and foreign countries. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. European Space Imaging’s failure to enforce any right or provisions in these Terms will not constitute a waiver of such or any other provision. European Space Imaging will not be responsible for failures to fulfill any obligations due to causes beyond its control.
European Space Imaging may notify Customer with respect to the Services by sending an email message to Customer’s email address or a letter via postal mail to Customer’s mailing address. Notices shall become effective immediately. European Space Imaging may also contact Customer by email or push notification to send additional information about the Services or Content. All of Customer’s notices must be in writing and addressed to info@euspaceimaging.com.
Customer hereby grants European Space Imaging the right to take steps European Space Imaging believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms or licenses contemplated hereunder. Customer agrees that European Space Imaging has the right, without liability to Customer, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as European Space Imaging believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms (including but not limited to European Space Imaging’s right to cooperate with any legal process relating to Customer’s use of the Services and/or Content).
The Services may allow you to access third-party websites or other resources. European Space Imaging provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. Customer acknowledges sole responsibility for and assumes all risk arising from Customer’s use of any third-party resources.