Effective between 16 Nov 2024 - 21 Feb 2025
General Provision. These Product-Specific Terms apply where the Licensee is exporting Nearmap data from the Website in either 2D or 3D format (“Advanced Export”).
No Periodic Data Allowance –Periodic Data Allowance will not apply to the use of the Advanced Export Product.
Export Allowance –
(a) The Advanced 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 an available Advanced Export Format.
(b) Each time the Licensee exports an area into an Advanced Export Format, the area will count towards reducing the Licensee’s Export Allowance.
(c) The types of Advanced Export 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 an Advanced Export Format where the Export Allowance remaining at the time of executing an export is less than the area for exporting.
Export Restrictions – The Licensee acknowledges that certain export restrictions apply to the Advanced Export Product, such as a minimum export area size and a maximum export area size, which are specified in the Help Center.
Export Delivery – The Licensee acknowledges that the processing time for an export request may vary depending on the size, resolution and Advanced Export Format of the export request, which are specified in the Help Center.
Retaining 3D data – Notwithstanding any other sections in the Agreement, the Licensee may store Advanced Export data exported from the Website to be used for the Permitted Purposes, and the Licensee may continue to retain any such Advanced Export 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 6 of these Product-Specific Terms apply.
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.
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 Advanced Export Products provided under this Agreement.
Third Party Access – The Licensee is permitted to make the exported Advanced Export 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 Advanced Export data.
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 Advanced 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 Advanced Export Product, the Top Up Block will not be included in any auto-renewal of the Agreement.
Definition: For the purposes of these 3D Export Product-Specific Terms,
(a) Advanced Export Format means the 2D and 3D export formats as specified in the Help Center.
(b) Derivative Works, specifically in relation to the Licensee’s use of the Advanced Export Product, means any new work created by or for the Licensee that incorporates the Advanced Export data where the Advanced Export 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.
(c) 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.
(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 as published on the Help Center located at: https://help.nearmap.com.
(e) Top Up Block means any additional data blocks as specified on the Quote for the purchase of additional allowance at the then current price.
Effective between 8 July 2020 - 15 November 2024
No Periodic Data Allowance –Periodic Data Allowance will not apply to the use of the 3D Export Product.
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.
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.
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.
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.
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.
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.
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.
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.
Effective before 8 July 2020
No Periodic Data Allowance –Periodic Data Allowance will not apply to the use of the 3D Export Product.
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.
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.
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.
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.
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.
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.
Renewal
(a) 3D Export Product will not automatically renew with other Products which the Licensee has subscribed with Nearmap. Renewal of this Product will be by mutual agreement between the parties.
(b) If the Agreement is further 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.
(c) 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.
Definition: For the purposes of these 3D Export Product-Specific Terms,
(a) Derivative Works, specifically in relation to the Licenses’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 between 1 Apr 2020 - 21 Feb 2025
No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D Viewer Product.
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.
Effective before 1 Apr 2020
No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D Viewer Product.
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.
Renewal – The 3D Viewer Product will not automatically renew with other Products which the Licensee has subscribed to with Nearmap. Renewal of this Product will be by mutual agreement between the parties.
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.
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.
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.
Clause 1.6(d) of the Agreement is deleted in its entirety.
The definition of “Excess Data Rate” is deleted in its entirety.
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.
Effective between 15 Nov 2024 - 21 Feb 2025
General Provision – Where the Licensee has purchased the ArcGIS Integration Product, the Product-Specific Terms for Nearmap Sync apply.
Nearmap Sync – Nearmap Sync connects MapBrowser to designated Platform Software and allows the Licensee to view certain Products or Content or other Nearmap Data within MapBrowser during the Term simultaneous with corresponding third-party content in the Platform Software. Nearmap Sync may be comprised of any of the following Products: Nearmap Widget, GeoData Link, and Delegated Authentication.
(a) Nearmap Widget – The Products and Content available through Nearmap Widget shall be determined at the sole discretion of Nearmap;
(b) GeoData Link – The Product-Specific Terms for GeoData Link apply to the Licensee’s use of GeoData Link in Nearmap Sync;
(c) Delegated Authentication – The Product-Specific Terms for Delegated Authentication apply to the Licensee’s use of Delegated Authentication in Nearmap Sync; and
(d) Additional Code – At Nearmap’s sole discretion, a specific code package or executable file may be provided to the Licensee. which the deliverables could include, but is not limited to, code, scripts, and configuration files required for integration.
License to Platform Software – In order to use Nearmap Sync, the Licensee must have an active License to Platform Software. The Licensee is solely responsible for obtaining, maintaining, and complying with the terms applicable to its License to, and use of, Platform Software during the Term. Nearmap does not procure for or provide the Licensee with a License to Platform Software. Nearmap is not responsible for any errors or omissions in any Platform Software and Nearmap disclaims any and all liability regarding the Licensee’s License to or use of Platform Software.
Periodic Allowance – The Licensee’s use of Nearmap Sync is not subject to any Periodic Allowance. However, Periodic Allowance may apply to certain Products or Content consumed via Nearmap Sync.
Definitions.
(a) MapBrowser means Nearmap’s online web application accessible through the Website.
(b) Nearmap Widget means the Nearmap technology that embeds Nearmap software and data and allows the Licensee to access certain Products or Content.
(c) Platform Software means a third-party software product or platform that supports the integration of Products or Content through Nearmap Sync.
Effective before 15 Nov 2024
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.
Licence – Subject to the Agreement, Nearmap grants the Licensee a limited, non-exclusive, non-transferable licence to use the Beta Products for evaluation and/or testing by the Licensee in the ordinary course of its business for the Trial Period. Notwithstanding anything to the contrary in the Agreement, the Beta Products are for internal use by the Licensee and its employees only.
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.
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.
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.
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.
Licensee Feedback – Where the Licensee and/or your Authorised Users provide any written or oral feedback, comments, questions, suggestions or the like on features, functionality and/or improvements, enhancements, corrections, modifications, strategy, roadmaps or plans of a Beta Product (“Feedback”), Nearmap is free to use the Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. The Licensee hereby irrevocably assigns to Nearmap, on behalf of the Licensee and its Authorised Users, all right, title, and interest to the Feedback, and Nearmap is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
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.
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.
Confidentiality – All information regarding the Beta Products is considered the Confidential Information of Nearmap under the Agreement.
Definitions – For the purposes of these Terms and Conditions Applicable to Beta Products
(a) “Authorised Users” means individuals with access to the Beta Products under this licence.
(b) “Beta Product” or “Beta Products” means Nearmap Products or Content and all associated materials that are in an alpha or beta development stage and have yet to reach General Availability;
(c) “GA” or “General Availability” means the unconditional release of a Beta Product to the public.
(d) “Trial Period” means the period of access as set forth in the Quote or other written instrument that is approved by Nearmap.
1. Bonus Data -
(a) Where the Licensee is provided with the annual Bonus Data Product:
(i) it will be available for use by the Licensee for up to twelve (12) months from the Commencement Date of the Term for new customers of Nearmap, or a renewal Term, for customers of Nearmap who are about to renew their Licence; or
(ii) it will be available for use by the Licensee for the remainder of the Term and if the Licensee agrees to purchase a subscription for a renewal Term the unapplied months of the Bonus Data will be rolled over to the following renewal Term.
(b) Where the Licensee is provided with the three (3) month Bonus Data Product:
(i) it will be available for use by the Licensee for up to three (3) months, from the Commencement Date of the Term for new customer of Nearmap, or a renewal Term, for customers of Nearmap who are about to renew their Licence; or
(ii) it will be available for use by the Licensee for the remainder of the Term and if the Licensee agrees to purchase a subscription for a renewal Term the unapplied months of the Bonus Data will be rolled over to the following renewal Term.
2. Renewal - The Bonus Data Product will not automatically renew with other Products which the Licensee has subscribed to Nearmap. Renewal of this Product will be at Nearmap’s absolute discretion.
3. Periodic Allowance - If the amount of data used by the Licensee in any given Period is less than the total Periodic Allowance allocated to the Licensee (including the allowance for the Bonus Data), any unused balance will not be rolled over to a following Period.
Sharing: Projects may be shared internally within the Licensee’s organization. The Licensee and its Authorized Users are responsible for ensuring that any such internal sharing complies with the Licensee’s organization’s policies and procedures. Sharing projects with anyone outside of the Licensee’s organization is strictly prohibited.
Consent: When adding a person to a project or when an Authorized User joins a project or when an Authorized User shares any information in a project, the Licensee and its Authorized Users represent and warrant that Licensee and its Authorized Users have all necessary rights, consents, and authorizations and that all shared information is accurate and lawful and does not infringe upon any third-party rights.
Confidentiality: The Licensee and its Authorized Users commit to maintaining confidentiality regarding any shared information and respect the intellectual property rights of others. The Licensee and its Authorized Users acknowledge that any misuse may result in suspension of access.
Restrictions: The Licensee and its Authorized Users are prohibited from and thus must not upload, add, share or otherwise provide any sensitive information, including a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other similar information which may be subject to specific data privacy and security laws.
Users: There is a maximum number of users that can collaborate and make edits simultaneously on a single project. Additional users will not be able to access the project until another user is removed from the project. The Licensee’s admin or other designated representative, not Nearmap, is responsible for monitoring and updating (where relevant) the users on any given project.
Compliance: If an Authorized User is unsure if its use complies with the governing agreement between the Licensee and Nearmap, the Authorized User is responsible for consulting the Licensee’s applicable designated representative.
No Periodic Data Allowance – Periodic Allowance will not apply to the use of the Delegated Authentication Product.
Nearmap Customer – You acknowledge and agree that use of the Delegated Authentication Product may enable third parties to determine that you are a Nearmap customer and by accessing or otherwise using the Delegated Authentication Product, you consent to this.
Product Update – Nearmap reserves the right to modify, update or amend the Delegated Authentication Product and its features and functions, including but not limited to disabling any features and functions, from time to time and in its sole discretion, without notice or liability to you.
Integration Replacement – Nearmap may, from time to time, retire an Integration Method, or provide updates to an Integration Method or a new Integration Method for the purposes of the Delegated Authentication Product (Updated Integration Method). Nearmap will provide up to three (3) months’ written notice, prior to the date of the Updated Integration Method. The Licensee (at its cost) will be responsible for updating or integrating the Updated Integration Method within seven (7) days of Nearmap’s written notice. Nearmap shall not be responsible or liable to the Licensee for any failure to meet its obligations under the Agreement if the Licensee fails or otherwise refuses to update or integrate the Updated Integration Method. The Licensee shall not update or interfere with the Integration Method or use its own integration methods without Nearmap’s prior written consent.
Third-party Integrations – By using the Delegated Authentication Product, you acknowledge and agree that your access to and use of the Website and Products may be direct from a third-party service and such third-party services may not have the same authentication and security features as the Website and Products. You assume all risk and responsibility arising from the use of, and access to and from, the Delegated Authentication Product, including but not limited to through integrating the Delegated Authentication Product with third party services.
Active Directories – Once the Delegated Authentication Product has been enabled, you are solely responsible for your active directories, and for the users under your domain that have access to the Website and Products.
7. Definitions –
(a) Integration Method means the method provided by Nearmap to the Licensee from time to time, which allows the Licensee access to the Website and the Products under the Licence, including but not limited to Nearmap supported APIs using Nearmap’s documented API key authentication methods.
1. No Periodic Data Allowance – Periodic Data Allowance will not apply to the use of the 3D API Product.
2. Transaction –
(a) The Licensee may not carry out Transactions exceeding the Transaction Allowance each Period.
(b) Unused Transaction Allowance will not be rolled over to the next Period.
(c) The types of 3D format available through the 3D API will be at Nearmap’s sole discretion.
(d) A Transaction ID will remain active for thirty (30) days (“Active Transaction ID”). Any requests made by the Licensee using an Active Transaction ID will be considered as a single Transaction. Where a new Transaction ID is generated and used to request 3D data for the same Location as an Active Transaction ID, it will be considered as a separate Transaction.
3. Permitted Caching – Notwithstanding the terms of the Agreement, the Licensee is permitted to cache 3D data requested through the 3D API for Permitted Purposes during the Term only.
4. 3D Data Delete and Destroy – Upon expiry or termination of the Agreement, the Licensee must delete and destroy all 3D data made available by Nearmap during the Term.
5. Definition – For the purposes of this Product-Specific Terms:
(a) API means application programming interface.
(b )3D API means DSM and True Ortho API, and any future releases of APIs released by Nearmap as a Product to deliver its 3D data, in different formats, on a transaction-basis.
(c) Derivative Works, specifically in relation to the Licensee’s use of the 3D data through the 3D API, means any new work created by or for the Licensee that incorporates the 3D data where the 3D data cannot be separated and used on its own. For the avoidance of doubt, when the file format or file type of the 3D data, it is not considered a Derivative Work.
(d) Location is determined by the latitude, longitude and radius specified by the Licensee.
(e) Transaction means each time the Licensee uses a Transaction ID to request 3D data (regardless of vintage and format) of a Location through the 3D API.
(f) Transaction Allowance means the number of Transactions the Licensee is permitted to carry out in a Period, as specified in the “Allowance” column of the Quote, unless otherwise agreed in writing between Nearmap and the Licensee.
(g) Transaction ID means a transaction identifier provided through the API for a Location
1. GeoData Link - The GeoData Link Product allows the Licensee to integrate Permitted Public Location Data into MapBrowser or an approved Nearmap Widget via direct geocode link with an Esri Rest API or such other method authorized by Nearmap from time to time.
2. Product Specifications - Product specifications for GeoData Link include information regarding viewing Licensed Content or integrating Permitted Public Location Data into MapBrowser or an approved Nearmap Widget and are documented in the Nearmap Help Centre.
3. Location Data - If the Licensee integrates any Permitted Public Location Data for use in GeoData Link, it warrants that neither the Permitted Public Location Data and use of the Permitted Public Location Data nor any aspect thereof infringes, violates or misappropriates the rights of any third party.
4. Periodic Allowance - The Licensee’s use of the GeoData Link Product is not subject to any Periodic Allowance.
5. Esri Terms - Integrating and using Permitted Public Location Data from Esri via the GeoData Link through the Esri Rest API are subject to any applicable Esri License Terms.
6. Definitions - For the purposes of these Product Specific Terms – GeoData Link
(a) API means an application programming interface authorized by Nearmap.
(b) Esri License Terms are the terms published by Esri and applicable to the Esri Rest API or other Esri products that integrate with GeoData Link.
(c) Esri Rest API means the API that links the Permitted Public Location Data from Esri products to Nearmap Products.
(d) Licensed Content means content that the Licensee has access to under the Agreement.
(e) MapBrowser means Nearmap’s online web application accessible through the Website.
(f) Periodic Allowance means the data allowance specified in the “Allowance” section of the Quote unless otherwise agreed in writing between Nearmap and the Licensee.
(g) Permitted Public Location Data means the publicly available data layers extracted from the Esri Rest API, including but not limited to the examples provided by Nearmap in the Product Specifications Documentation.
(h) Nearmap Help Centre means the documentation provided by Nearmap as set forth at https://help.nearmap.com or as otherwise provided by Nearmap.
(i) Nearmap Widget means an embedded Nearmap tool or application through which the Licensee may access certain Products or Content.
Effective before 8 April 2021
Nearmap AI and AI Parcel Export (Offline Delivery) Product-Specific Terms are incorporated by reference and apply to AI Packs.
The Licensee will receive access to available AI Packs, using only the methods authorised and as documented by Nearmap on our Help Center (which may be updated by Nearmap from time to time in its absolute discretion).
The Licensee’s usage of the AI Packs will count towards the Usage Allowance.
For the purposes of these Product-Specific Terms, AI Packs means the AI Attributes made available to the Licensee.
Usage Allowance - The Licensee’s usage of AI Parcel API will be counted towards the Licensee’s total Usage Allowance. Any unused Usage Allowance will not be rolled over to the next renewal Term.
Permitted Caching - Notwithstanding the terms of the Agreement, the Licensee is permitted to cache AI Parcel data requested through the AI Parcel API for Permitted Purposes during the Term only.
AI Parcel API – Nearmap may, from time to time, retire an API, or provide, updates or new releases to the API for use by the Licensee under the Agreement (“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.
Nearmap AI – The Nearmap AI Product will be provided to the Licensee through the AI Parcel API only. Nearmap may, from time to time, provide updates to the Nearmap AI Product at its absolute discretion.
Definition – For the purposes of this Product-Specific Terms:
(a) AI Parcel means the Nearmap AI Attributes requested for a Land Parcel.
(b) AI Parcel API means the API used to export AI Parcel.
(c) API means an application programming interface.
(d) Usage Allowance means the Land Parcel allowance as specified in the Quote, plus the aggregated Land Parcel allowance in respect of Top Up Blocks purchased by the Licensee for that period.
(e) Top Up Block means additional Usage Allowance as measured by additional Land Parcels purchased by the Licensee during the Term.
(f) Land Parcel means a specific parcel of land in the Coverage Area.
AI Attributes: General Provisions
AI Attributes have been computed across Land Parcel(s) under the following parameters:
(a) an approximate area greater than 100 sqm and less than 250,000 sqm;
(b) classified as having a parcel type of lot parcel, strata, stratum and strata-vertical;
(c) identified by third party parcel datasets that are currently available in Nearmap’s source cadastral data systems;
(d) cadastral features for parcel type crossing, easement, rail, road, road-intersection, road-other or water are typically excluded; and
(e) features extracted from multi-dwelling parcels may be aggregated into a single result in the supplied dataset.
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.
Subject to the delete and destroy obligations under this Agreement, including clause 4 of these Product Specific Terms, the Licensee may store AI Attributes exported from the Website or provided by Nearmap to be used for the Permitted Purposes.
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.
The G-NAF End User Licence Agreement published here are incorporated by reference and apply to the use of AI Attributes.
Provisions applicable to Nearmap AI
Nearmap will provide to the Licensee access to AI Attributes across parcels of land within the Coverage Area, processed from the most current set of imagery published on the Website as at 31 October 2019.
The AI Attributes will be delivered to the Licensee in formats as made available by Nearmap (which may include geospatial file format and flat file format), only through the Website.
Nearmap measures the use of Nearmap AI each time the Licensee exports AI Attributes for specified Land Parcel(s), The Licensee is not permitted to exceeds its allocated Usage Allowance for a Period. Unused Usage Allowance will not be rolled over to the next Period.
The Licensee will not be able to export AI Attributes where its Usage Allowance remaining at the time of executing an export is less than the number of the Land Parcel(s) selected for exporting.
If the Licensee exceeds the Usage Allowance, Nearmap may in its absolute discretion, elect to:
(a) restrict the Licensee’s ability to export AI Attributes until the Usage Allowance is reset, additional Top Up Blocks are purchased, or any other additional fees are paid as mutually agreed between the parties; or
(b) immediately cease the Licensee’s access to AI Export for the remainder of the Period.
Nearmap will process an updated set of AI Attributes from the imagery published by Nearmap on the Website at least once every twelve (12) months from the Commencement Date.
Provisions applicable to AI Parcel Export (Offline Delivery)
For the first year of the initial Term, Nearmap will deliver to the Licensee, within the specified timing of delivery from the Commencement Date, the AI Attributes, up to the Usage Allowance. The AI Attributes will be processed from the most current set of imagery published on the Website as at the Published Date.
After the first year of the initial Term, the Licensee may request once during each year of the Term (including any renewal Term), that Nearmap delivers an updated set of AI Attributes in accordance with clause 11 of these Product Specific Terms, up to the Usage Allowance. Nearmap will deliver the updated AI Attributes within the specified timing of delivery from the date Nearmap receives such request.
The area of interest, and timing, format and method of delivery of AI Attributes will be set out in the Order Summary.
For the purpose of these Product-Specific Terms,
(a) AI Attributes for:
i. Nearmap AI means the “AI Layers” made available from the Website (which are not exportable) and the exportable “AI Parcel” data; or
ii. AI Parcel Export (Offline Delivery) means the “AI Parcel” data provided by Nearmap to the Licensee as specified in the Quote or in the Additional Terms and Conditions.
(b) Land Parcel means a specific parcel of land in the Coverage Area.
(c) Order Summary means the “Order Summary” document provided by Nearmap to the Licensee.
(d) Published Date means the “published date” specified in the Order Summary.
(e) Top Up Block means additional Usage Allowance as measured by additional Land Parcels purchased by the Licensee during the Term.
(f) Usage Allowance for:
i. Nearmap AI means the Land Parcel allowance as specified in the Quote, plus the aggregate Land Parcel allowance in respect of Top Up Blocks purchased by the Licensee for that Period; and
ii. AI Parcel Export (Offline Delivery) means the Land Parcel allowance as specified in the Quote that Nearmap will deliver to the Licensee pursuant to clauses 12 to 14 of these Product-Specific Terms.
This Product provides access to Nearmap’s Vertical content. The specifications for this Product are published on our Products page, as amended from time to time.
1. No Periodic Allowance – The Periodic Allowance will not apply to the use of the Nearmap Essentials Beta Product. The Licensee is strictly prohibited from mass downloading or bulk feeds of any imagery in connection with its use of the Product.
2. Renewal (Annual Plan) – The Nearmap Essentials Beta Product under an annual plan will not automatically renew. Renewal of this Product will be by mutual agreement between the parties.
3. Renewal (Monthly Plan) – Subject to the terms of the Agreement and clause 6 below, the Nearmap Essential Beta Product will automatically roll over on a month to month basis but will not automatically renew for a subsequent Term.
4. API Access – Except as expressly permitted under this Agreement, the Licensee is not permitted to use API integration methods, or other integration methods, including but not limited to integration with Licensee’s or other third-party platforms or software.
5. Users – In addition to clauses 1.2 and 3.1 of the Agreement, access to the Nearmap Essentials Beta Product will only be granted to Authorised Users. Nearmap may, at its absolute discretion, require the Licensee and its Authorised Users to comply with changes to the user login process made available through the Website and restrictions relating to simultaneous user login.
6. Billing Period – Where the Licensee purchases the Nearmap Essentials Beta Product on a monthly plan, the Fees will be billed monthly in advance. For monthly plans, the Licensee may elect to terminate the Agreement with effect from the next monthly billing period, provided that the Licensee has given at least seven (7) days written notice (email notification is acceptable) to Nearmap prior to the commencement of the next monthly billing period. The Licensee will continue to have access to the Website up to the commencement of the next monthly billing period.
7. For the purposes of this Agreement:
a. Authorised User means the number of persons specified in the “Seats” section of the Quote, who have been granted access to the Product by the Licensee pursuant to the terms and conditions of this Agreement and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product.
1. General Provisions
(a) To access the Nearmap Fire Risk AI Product, the Licensee must have an active subscription to the Transactional Content API.
(b) The terms and conditions applicable to Transactional Content API apply to the Licensee’s access to the Nearmap Fire Risk AI Product.
(c) Nearmap Fire Risk AI Product’s specification, parameters, and attributes including Output formats, are available in Nearmap’s Help Centre, which are subject to change from time to time at Nearmap’s absolute discretion.
2. Limitation of Liability
(a) Subject to section 9.2 of the Agreement, Nearmap will not be liable or responsible for:
(i) any errors, mistakes, or inaccuracies in the Outputs; and
(ii) any person’s death, injury or any property damage of any nature whatsoever resulting from the Licensee’s use of the Nearmap Fire Risk AI Product.
(b) The Licensee acknowledges and agrees that it is solely responsible for its use of the Nearmap Fire Risk AI Product. The Outputs are provided “as-is” and Nearmap does not verify or guarantee the accuracy, reliability, or completeness of any data provided to the Licensee through the Nearmap Fire Risk AI Product. The Licensee should exercise caution and use its own judgment when relying on the Outputs and make independent assessments as necessary.
3. No Machine Learning
At all times, including after the termination or expiry of the Agreement, the Licensee is not permitted to use the Nearmap Fire Risk AI Product and any AI Attributes as a training dataset on any machine learning models or automated processes, or create such models or processes, which enable the Licensee to run such models or processes independently without the use of the Nearmap Fire Risk AI Product and any AI Attributes.
4. Retention of AI Attributes
(a) Subject to 4(b), Licensee may store and use AI Attributes exported from an application programming interface (API) or as provided by Nearmap for the Permitted Purpose only.
(b) The Licensee will provide Nearmap with a certification declaring that it has deleted and destroyed all AI Attributes within seven (7) days from the expiry or termination of the Agreement.
5. Definitions
(a) AI Attributes means the “AI attributes” made available to the Licensee as set out in Help Centre.
(b) Help Centre means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, attributes, and other information relating to the Products, including all subsequent revisions and additions thereto as published on Nearmap Help Centre.
(c) Output means a wildfire risk factor assessment in CSV format, or other formats made available by Nearmap and published on Nearmap’s Help Centre from time to time.
Effective Before 3 March 2022
Subject to clause 2 below, during the Term, the Licensee will have access to a Survey Area(s) (in its entirety or in part) through the Website following an occurrence of a Disaster Event up to the allocated Program Allowance. The Survey Area(s) will be uploaded to the Website as soon as reasonably practicable after the completion and processing of the survey.
Nearmap will only capture a Survey Area(s) subject to all of the following conditions being satisfied:
(a) where there is no Force Majeure Event, including but not limited to unfavourable weather and atmospheric conditions and damaged airfields, which would prevent Nearmap from capturing aerial imagery within the requested surveys areas, or aircraft malfunction, airport accidents, or other piloting or logistical issues arising out of a Force Majeure Event;
(b) where there are no air traffic control restrictions in place at an airport necessary to conduct flight operations or in the Survey Area(s) that would prevent Nearmap from surveying the Survey Area(s); and
(c) where there are no other regulatory restrictions imposed by any federal, state, or local government body, agency or department that would prevent Nearmap from surveying the Survey Area(s).
Nearmap will only survey up to the Program Allowance for each Financial Year.
The classification of a Disaster Event and Nearmap’s conditions to determine the Survey Area(s) can be found on the Help Centre.
Thirty (30) days after a Survey Area(s) has been uploaded onto the Website, Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey Aera(s) on the Website.
Definitions
(a). Disaster Event means:
i. Bushfire;
ii. Cyclones, Monsoons and Tropical Storms;
iii. Hail;
iv. Earthquake; or
v. Flood.
(b) Financial Yearmeans 1 July to 30 June.
(c) Help Centre means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, specifications, and other information relating to the Products, including all subsequent revisions and additions thereto as published on our Help Center.
(d) Program Allowance means the aggregate of up to 15,000 square kilometres that Nearmap may capture across all Disaster Events during the Financial Year.
(e) Survey Area means selected area of interest (as determined by Nearmap, at its sole discretion) to be surveyed following the occurrence of a Disaster Event.
Effective between 14 Jan 2023 - 21 Feb 2025
Survey – During the Term, the Licensee may request a survey of an area which is not covered (in its entirety or in part) by the Coverage Area (“Survey”). The Licensee must provide a detailed description of the area which is to be covered by the Survey. Upon receipt of such a request in writing, Nearmap may, in its absolute discretion, agree to provide the Survey to the Licensee for a Survey Fee.
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.
Delivery of Survey – Subject to clause 1 of these terms and conditions, and clause 12 (Force Majeure clause) of the Agreement, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within six (6) months of the date on which Nearmap receives payment of the Survey Fee in full from the Licensee. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website.
Availability to Other Nearmap Customers – Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey on the Website.
Refund of Survey Fee – If the Licensee is not in breach of the Agreement and Nearmap elects to terminate the Agreement under “Termination by Nearmap” clause prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee.
Survey Fee means the fee for the Survey as agreed in writing between Nearmap and the Licensee.
Effective before 14 Jan 2023
Survey – During the Term, the Licensee may request a survey of an area which is not covered (in its entirety or in part) by the Coverage Area (“Survey”). The Licensee must provide a detailed description of the area which is to be covered by the Survey. Upon receipt of such a request in writing, Nearmap may, in its absolute discretion, agree to provide the Survey to the Licensee.
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.
Delivery of Survey – Subject to clause 1 of these Product-Specific Terms and clause 12 (Force Majeure clause) of the agreement, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within six (6) months of the date on which Nearmap receives payment of the Survey Fee in full from the Licensee. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website.
Availability to Other Nearmap Customers – Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey on the Website.
Refund of Survey Fee – If the Licensee is not in breach of the Agreement and Nearmap elects to terminate the Agreement under clause 6.3 (Termination by Nearmap clause) prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee.
1. The Licensee agrees that it will only access and use the Nearmap Oblique for ArcGIS product through the “Oblique Viewer for Nearmap” Web AppBuilder for ArcGIS widget, using only methods authorised and documented by Nearmap on our Help Centre (which may be updated by Nearmap from time to time in its absolute discretion).
2. The Licensee’s usage of the Nearmap Oblique for ArcGIS will be counted towards the Licensee’s total Periodic Data Allowance.
1. In accessing and using the Nearmap on OpenSolar Product, the Licensee agrees to comply with the OpenSolar User Terms and Conditions.
This Product provides access to Nearmap’s Vertical, Panorama, Oblique, 3D Viewer and TrueOrtho. The specifications for this Product are published on our Products page, as amended from time to time.
1. No Periodic Allowance – The Periodic Allowance will not apply to the use of the Nearmap Pro Beta Product. The Licensee is strictly prohibited from mass downloading or bulk feeds of any imagery in connection with its use of the Product.
2. Renewal (Annual Plan) – The Nearmap Pro Beta Product under an annual plan will not automatically renew. Renewal of this Product will be by mutual agreement between the parties.
3. Renewal (Monthly Plan) – Subject to the terms of the Agreement and clause 6 below, the Nearmap Pro Beta Product will automatically roll over on a month to month basis but will not automatically renew for a subsequent Term.
4. API Access – Except as expressly permitted under this Agreement, the Licensee is not permitted to use API integration methods, or other integration methods, including but not limited to integration with Licensee’s or other third-party platforms or software.
5. Users – In addition to clauses 1.2 and 3.1 of the Agreement, access to the Nearmap Pro Beta Product will only be granted to Authorised Users. Nearmap may, at its absolute discretion, require the Licensee and its Authorised Users to comply with changes to the user login process made available through the Website and restrictions relating to simultaneous user login.
6. Billing Period – Where the Licensee purchases the Nearmap Pro Beta Product on a monthly plan, the Fees will be billed monthly in advance. For monthly plans, the Licensee may elect to terminate the Agreement with effect from the next monthly billing period, provided that the Licensee has given at least seven (7) days written notice (email notification is acceptable) to Nearmap prior to the commencement of the next monthly billing period. The Licensee will continue to have access to the Website up to the commencement of the next monthly billing period.
7. For the purposes of this Agreement:
a. Authorised User means the number of persons specified in the “Seats” section of the Quote, who have been granted access to the Product by the Licensee pursuant to the terms and conditions of this Agreement and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product.
Effective 4 Oct 2018 to 18 Dec 2018
AOI – Nearmap will provide the Licensee the Offline Products for the area of interests (“AOI”) as attached to this Quote.
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).
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.
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 .
Updated Products – Throughout the Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available and will provide the Licensee the updated Offline Product via the selected Delivery Method. The Licensee may continue accessing the previous Offline Products, or may choose to access the updated Offline Products via the selected Delivery Method.
No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
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.
Permitted Purpose – The Permitted Purpose as defined in the Agreement shall include Licensee’s internal reproduction, display and use of the Offline Products, including for purposes of reviewing, analysing and processing of the Offline Products (including without limitation through use of machine learning tools where Licensee Products are created) for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes.
Licence to Offline Products – Licensee’s Licence with respect to internal reproduction, display and use of the Offline Products during the Term, as set forth in the preceding clause 8 of this Product-Specific Terms shall be non-exclusive, non-transferrable (subject to the “Assignment” clause of the agreement), limited and irrevocable (other than a termination of this Agreement by Nearmap as provided under the agreement).
IP Rights of Output –
(a) With respect to the use of Offline DSM, the results of the activities described in clause 8 of this Products-Specific Terms shall be considered Derivative Works as defined under the Agreement.
(b) With respect to the use of Offline Textured Mesh, the Licensee will at all times own all Intellectual Property Rights in and to the results of the activities described in clause 8 of this Product-Specific Terms (including without limitation any Licensee Products, but excluding the Offline Textured Mesh itself), including any derivatives thereof (that does not embed the Offline Textured Mesh) and any corrections and updates to such results or any derivatives thereof (“Results”).
Retaining Licensee Products and Results – In addition to the terms of the agreement, upon termination or expiry of the Agreement, the Licensee may retain all Licensee Products and Results (that do not embed the Offline Products), for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes.
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 as permitted under clauses 9(a) and 10 of these Product-Specific Terms), 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.
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”).
Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, the Licensee may continue to use the Offline Products for the Permitted Purpose for the Renewal Term.
Sharing Access – This clause 14 applies only to the Offline Textured Mesh Product. The Licensee may provide third parties (subject to Nearmap’s written approval of the third parties) access to the Offline Textured Mesh to carry out the activities as set out in clause 8 of this Product-Specific Terms on behalf of the Licensee. The Licensee is responsible and liable for any such third parties who uses the Offline Textured Mesh made available to the Licensee in breach of this Agreement. Upon expiry or termination of this Agreement, the Licensee must ensure the third party deletes and destroys all Offline Textured Mesh and Licensee Products or Results in the third party’s possession.
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) Land Parcel means a specific parcel of land with a specific address; and
(e) Licensee Product means any attribute data (e.g., roof type or existence of a swimming pool) or set of such data relating to a single Land Parcel developed by the Licensee through the use of the Offline Products in accordance with the Permitted Purpose set forth in clause 8 of this Product-Specific Terms, provided that attribute data shall not include an image extracted from the Offline Textured Mesh.
(f) Offline Products means Offline DSM and/or Offline Textured Mesh, as specified on the Quote. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.
Effective Before 4 Oct 2018
AOI – Nearmap will provide the Licensee the Offline Products for the area of interests (“AOI”) as attached to this Quote.
Delivery – The Offline Products will be delivered to the Licensee on a date that is mutually agreed in writing. The Offline Products will be delivered to the Licensee via a secure cloud download link (“Download Link”) provided by Nearmap. The Download Link will only be accessible by the Licensee for the Term.
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.
Commencement – The Term of the Agreement commences on the day the Licensee receives the Download Link from Nearmap.
Updated Products – The Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available and will provide the Licensee a new Download Link containing the updated Offline Products. The Licensee may continue using the previously supplied Download Link to continue accessing the previous Offline Products, or may choose to use the new Download Link to access the updated Offline Products.
No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
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.
Permitted Purpose – The Permitted Purpose as defined in the Agreement shall include Licensee’s internal reproduction, display and use of the Offline Products, including for purposes of reviewing, analysing and processing of the Offline Products (including without limitation through use of machine learning tools where Licensee Products are created) for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes.
Licence to Offline Products – Licensee’s Licence with respect to internal reproduction, display and use of the Offline Products during the Term, as set forth in the preceding clause 8 of this Product-Specific Terms shall be non-exclusive, non-transferrable (subject to the “Assignment” clause of the agreement), and irrevocable (other than a termination of this Agreement by Nearmap as provided under the agreement).
IP Rights of Output –
(a) With respect to the use of Offline DSM, the results of the activities described in clause 8 of this Products-Specific Terms shall be considered Derivative Works as defined under the Agreement.
(b) With respect to the use of Offline Textured Mesh, the Licensee will at all times own all Intellectual Property Rights in and to the results of the activities described in clause 8 of this Product-Specific Terms (including without limitation any Licensee Products, but excluding the Offline Textured Mesh itself), including any derivatives thereof (that does not embed the Offline Textured Mesh) and any corrections and updates to such results or any derivatives thereof (“Results”).
Retaining Licensee Products and Results – In addition to the terms of the agreement, upon termination or expiry of the Agreement, the Licensee may retain all Licensee Products and Results (that do not embed the Offline Products), for the Licensee’s internal use in its ordinary course of business, and excluding at all times any Commercial Purposes.
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 as permitted under clauses 9(a) and 10 of these Product-Specific Terms), 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.
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”).
Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, Nearmap will ensure that the Download Link containing previously delivered Offline Products remains accessible to the Licensee, and the Licensee may continue to use the Offline Products for the Permitted Purpose for the Renewal Term.
Sharing Access – This clause 14 applies only to the Offline Textured Mesh Product. The Licensee may provide third parties (subject to Nearmap’s written approval of the third parties) access to the Offline Textured Mesh to carry out the activities as set out in clause 8 of this Product-Specific Terms on behalf of the Licensee. The Licensee is responsible and liable for any such third parties who uses the Offline Textured Mesh made available to the Licensee in breach of this Agreement. Upon expiry or termination of this Agreement, the Licensee must ensure the third party deletes and destroys all Offline Textured Mesh and Licensee Products or Results in the third party’s possession.
Definitions – For the purposes of this Product-Specific Terms:
(a) Land Parcel means a specific parcel of land with a specific address; and
(b) Licensee Product means any attribute data (e.g., roof type or existence of a swimming pool) or set of such data relating to a single Land Parcel developed by the Licensee through the use of the Offline Products in accordance with the Permitted Purpose set forth in clause 8 of this Product-Specific Terms, provided that attribute data shall not include an image extracted from the Offline Textured Mesh.
(c) Offline Products means Offline DSM and/or Offline Textured Mesh, as specified on the Quote. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.
Effective 18 Dec 2018
1. AOI – Nearmap will provide the Licensee the Offline Products for the area of interests (“AOI”) as attached to this Quote.
2. Delivery – The Offline Products will be delivered to the Licensee (in whole or in part) on a date or dates, or within a time frame that is mutually agreed between Nearmap and the Licensee. The Offline Products will be delivered to the Licensee via a delivery method as determined by Nearmap in its sole discretion having regard to the size of the AOI (“Delivery Method”), which includes but is not limited to secure cloud download link, HDD, FTP (when and as made available by Nearmap) or through a Nearmap portal (when and as made available by Nearmap).
3. Cancellation of Offline Products – If the Licensee is not in breach of the Agreement, and Nearmap has not completed the delivery of the Offline Products in accordance with clause 2 of this Product-Specific Terms, the Licensee may cancel its purchase of the undelivered Offline Products via written notice, effective immediately. Where the Quote only sets out the Licensee’s purchase of the undelivered Offline Products, the cancellation of the undelivered Offline Products will automatically terminate the Agreement.
4. Commencement – The term of the Agreement commences on the day the Licensee first receives the Offline Products (whether in whole or in part) from Nearmap (“Commencement Date”). Nearmap will invoice the Licensee on the Commencement Date and on the Anniversary Date for the Offline Products .
5. Updated Products – Throughout the Term (and any Renewal Term), Nearmap will use commercially reasonable endeavours to inform the Licensee if any update of the Offline Products is available. Nearmap and the Licensee will mutually agree on the timing for delivery and the Delivery Method for providing the updated Offline Product to the Licensee. The Licensee may continue accessing the previous Offline Products, or may choose to access the updated Offline Products via the selected Delivery Method.
6. No Website Access – The Licensee will not be provided access to the Offline Products via the Website.
7. Non-Applicable Terms – All terms in the Agreement relating to Seats, the Website, Periodic Data Allowance, Third Party Providers, Nearmap Property and Nearmap Now do not apply to the Offline Products.
8. Additional Audit Requirements – In addition to the audit requirements in the agreement, upon expiry or termination of the Agreement, (a) the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Offline Products to confirm that the Licensee has deleted and destroyed all Offline Products provided under this Agreement (except the Offline Products incorporated in Derivative Works, as permitted under the Agreement), or (b) the Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap certification declaring that it has deleted and destroyed all Offline Products provided under this Agreement.
9. No Machine Learning – For the avoidance of doubt, the Licensee is not permitted to perform machine learning or any activity that could be considered to be machine learning on the Offline Product without Nearmap’s prior written consent.
10. Renewal – Notwithstanding the terms in the agreement, this Agreement may be renewed by mutual agreement between Nearmap and the Licensee, by written notice at least thirty (30) days prior to the expiry of the Term, for a period agreed between the parties (“Renewal Term”).
11. Renewed Agreement – If the Agreement is further renewed, subject to the payment of the Fees, the Licensee may continue to use the Offline Products, which was delivered to the Licensee under the initial Agreement with the same AOI, for the Permitted Purpose for the Renewal Term.
12. Definitions – For the purposes of this Product-Specific Terms:
(a) Anniversary Date means the date which is twelve months from the Commencement Date, and twelve months from any subsequent start date of a Renewal Term;
(b) FTP means file transfer protocol;
(c) HDD means hard disk drive;
(d) Offline Products means Offline DSM, Offline DTM, Offline Textured Mesh, Offline Point Cloud, and/or Offline True Ortho as specified on the Quote. For any avoidance of doubt, any references to “Products” in the Agreement also refers to the Offline Products.
No Periodic Data Allowance
1. Periodic Data Allowance will not apply to the use of Transactional Content API.
Transactions
2. Each time the Licensee requests a Transaction, the associated Transactional Credit will be deducted from the Licensee’s Transactional Credit Allowance.
3. Each time the Licensee requests a Transaction, a Transaction Token will be generated through the API. The Transaction Token will remain valid and active for thirty (30) days (“Active Transaction Token”) from the date the Licensee generated the request. Any request made by the Licensee using the Active Transaction Token will be considered as a single Transaction.
4. The number of Transactional Credits required by the Licensee to make requests via Transactional Content API to access Nearmap Products or Content, and the applicable Fee (including bundled Nearmap Products or Content), is set out in the Pricing Table. Nearmap may update the Pricing Table, including the Nearmap Products or Content available via Transactional Content API (including bundled Nearmap Products or Content) by providing thirty (30) days written notice to the Licensee.
5. The Licensee may not consume Transactions that exceed its Transactional Credit Allowance during the Term.
6. Any unused Transactional Credit Allowance will not be rolled over into a Renewal Term.
API Update
7. Nearmap may, from time to time, retire an API, or provide, updates or new releases to the API for use by the Licensee (“API Update”). Nearmap will provide thirty (30) days written notice prior to the date of the API Update.
Definitions
a. API means an application programming interface.
b. Coverage Request means the initial call to the API requesting specific Nearmap Products or Content for an area of interest, with Transactional Credit being charged when the initial call is made.
c. Pricing Table means the table containing the number of Credits required to request specific Nearmap Products or Content that is accessed via the Licensee’s account that may be updated by Nearmap from time to time.
d. Transaction means each time the Licensee makes a Coverage Request through the API for Nearmap Products or Content.
e. Transactional Credit means the price for consuming Nearmap Products or Content as set out in the Pricing Table.
f. Transactional Content API means the API accessible by the Licensee to access and obtain delivery of the Nearmap Products or Content.
g. Transactional Credit Allowance means the number of Credits the Licensee has purchased or has been allocated as part of the Licensee’s Nearmap subscription and is permitted to use during the Term, as specified in the Quote, Agreement, or as otherwise agreed in writing between Nearmap and the Licensee.
h. Transaction Token means the transaction identifier provided through the API for a Transaction that is used to consume Nearmap Products or Content.