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Evaluation License for Synspective SAR Data

This is an Evaluation License agreement for a license for Synspective Inc., (“Synspective”) SAR Data (“License Agreement”). This defines the usage conditions for Synspective Satellite Data (“Data”) acquired from Synspective satellites, and have processed or edited image Data. It shall be applied to the person who agrees to this License Agreement (“the user”) and uses the Data according to the License Agreement. The user shall be deemed to have agreed to all conditions of the License Agreement at the time of starting the use of this Data.

Article1 (License)

  1. Synspective authorize the user to use this Data only for the purpose of internal evaluation by the user (“the purpose”), and allow the user to access and evaluate this Data only within the scope of this purpose.
  2. For this purpose, the user forms, edits, digitizes, combines with the Data possessed by the user, or extracts Data and related Data on geographical features, artificial features, human or animals through identification, measurement and/or analysis (“derivative”). And the storage and access of such derivatives shall be permitted.
  3. The User may not distribute, sublicense, transfer, lease, sell, lease, loan, open to the public, publish, or have access to other than authorized users of the Data or derivative works for only Purpose.

Article2 (user content)

  1. The user may only use the content (“user content”) created using this Data in accordance with the rules of the license as the user’s internal material.
  2. The user may disclose the user content to third parties only when the user has obtained our permission. In such a case, the user shall follow the following conditions.
    1. To process the User Contents so that it cannot be restored to the condition of the original Data by irreversible processing such as thinning out or information compression;
    2. If the Data will be posted on the Internet, it shall be at a maximum size of 1024×1024 pixels; and
    3. To make the following a copyright notice by a method that is reasonable and stands out:
      “Original ©️Synspective ALL RIGHTS Reserved”
  3. If Synspective determine that any of the below applies to the person using or receiving the user content set forth in preceding clause, the User may no longer allow such person to use the user contents.
    1. any government of a country to which weapons exports are banned as designated by United Nations Security Council resolutions, an entity or an end user belonging to such country, or an individual or entity that represents a government of such country; 
    2. any individual, group, business entity or entity that is designated on an ISIL/Al-Qaeda sanctions list based on United Nations Security Council Resolution 2368 and related resolutions;
    3. any person or entity designated by the Government of Japan or the Government of the United States as a person subject to terrorism-related sanctions;
    4. any government of state sponsors of terrorism as designated by the Government of the United States, an entity or end user belonging to such country, or an individual or entity that represents a government of such country; or 
    5. other than as listed above, any person designated by the Government of Japan, or any other person designated in a case similar to those listed above.
  4. The user is responsible for the creation and use of user content. In the event that a third party, including a user’s customer, files an objection or claim with regard to the user’s content, the user shall respond to such objection or claim at his/her own responsibility and expense, and Synspective shall have no responsibility whatsoever. In the event that Synspective suffer damage in relation to user content, the user shall be liable for such damage to us.
  5. The user content is available only during the licensing period. Provided, however, in the event the user wishes to use, disclose, or disclose user content after the expiration of the license period, the user shall inform Synspective via following email address and discussed with us in advance.
    hello@synspective.com

Article3 (License Period)

The term of use of the Data shall be 90 days (hereinafter referred to as the “License Period”) from the date on which the Data is provided to the User by Us.

Article4 (Modification of License Agreement, etc.)

Synspective may change the license terms if Synspective deem it necessary. Note that if this Data is used by the user after the License Agreement have been changed, the user is deemed to have agreed to the new License Agreement.

Article5 (Prohibitions)

  1. The user shall not commit any of the acts provided below:
    1. To distribute, assign, sublicense, lease, sell, lease, lease, release, publish or otherwise access to or use the Data or any derivative works to any person other than a user
    2. Reverse engineering, decompilation, disassembly, or other similar acts of the Data
    3. Using the Data to provide services to third parties or to use the Data or derivatives for the business needs of third parties
    4. Reproduce, modify, adapt, transmit or otherwise exploit all or any derivative works of the Data without our prior written consent, except as expressly granted in the Licensed Terms
    5. The act of storing or processing this Data or derivative on a publicly accessible system or platform
    6. The act of using this Data or derivative to improve the accuracy of other satellite images by algorithmic processing or other methods
    7. Using the Data to create teacher Data or use the Data and derivatives to train machine learning algorithms
    8. The act of removing, bypassing, or avoiding this Data or any electronic or other protective measures included with our website
    9. To use all, part or derivative of this Data for commercial purposes
    10. Use all, part, or derivative works of the Data for purposes other than the Purpose
    11. Infringement or potential infringement of the intellectual property rights of Synspective or a third party, including, but not limited to, copyrights, trademark rights, and patent rights;
    12. Infringement or potential infringement of the rights of Synspective or a third party, including, but not limited to, property rights, privacy rights, and portrait rights;
    13. Act that violates the Act on Ensuring Appropriate Handling of Satellite Remote Sensing Data (Act No. 77 of 2016) (the “Remote Sensing Act”) or an act that Synspective determines that to be an abuse of satellite images in view of the legislative purpose of the Remote Sensing Act; and
    14. Any other acts that Synspective determines to be inappropriate as a method of using the Data.
  2. The User shall be liable to Synspective for compensating damages incurred by Synspective due to the User falling under any of the above items.

Article6 (Non-Warranty, Indemnity)

  1. Synspective provides no warranty as to the completeness, accuracy, fitness for the User’s specific purposes, and functional effectiveness as to the Data, nor any other warranties. In addition, Synspective will not be obliged to fix any errors in the Data, and Synspective shall not bear any liability even if any damages arise to the User, the User’s customers or any other third party as a result thereof.
  2. The User consents in advance that the types, content, etc. of the Data may be changed or abolished at Synspective’s discretion without prior notice to the User.
  3. The User shall use the Data at its own responsibility, and Synspective will not be liable for compensating damages incurred by the User from the use of the Data.
  4. Synspective will not be liable to the User due to the use of the Data becoming delayed or impossible due to an accident (e.g., fire or power outage), a natural disaster (e.g., earthquake or flooding), war, riot, labor dispute, or other reason not attributable to Synspective.
  5. Synspective will not be liable for any damages incurred by the User or a third party arising out of:
    1. Any discrepancy between the Data and the actual status;
    2. Adaptation (including format conversion), processing, or alteration of the Data, or combination with other data, programs, or equipment by the User; or
    3. Any reason that cannot be reasonably controlled by Synspective.
  6. The liability of Synspective for any failure of the use of the Data shall be limited to as provided in this Article and the next Article.

Article7 (Infringement of Intellectual Property Rights of Third Parties)

  1. In the event that a third party seeks injunction or damages for the infringement of any third party’s intellectual property rights (hereinafter referred to as a “Dispute”), the User shall promptly notify Us of the occurrence of a Dispute, etc. and the Synspective shall resolve such Dispute, etc. through consultation.
  2. Notwithstanding the provisions of the preceding paragraph, Synspective shall not be liable if the Dispute arises out of not complying with the terms and conditions of License Agreement, or out of the combination with other Data program interfaces or equipment, or our of any other reaons not attributable to Synspective.

Article8 (Attribution of Rights)

  1. Copyrights and other rights to the Data shall be reserved by Synspective or third parties granting rights to Synspective, and the User shall not receive any assignment or license for such rights beyond the scope expressly set forth in the License Agreement; provided, however, that it shall be confirmed in this clause that the rights to the User Contents created by using the Data as derivative works will belong to the User, and the rights as the original author of the Data will belong to Synspective, only if there is no separate agreement with Synspective.
  2. If the User creates any invention, idea, or design related to the Data licensed under the License Agreement and wishes to apply for a patent, utility model or design, the User and Synspective shall consult regarding the treatment of such application in advance.

Article9 (Use of Utilization History, etc.)

Synspective may freely use information of the user’s usage history of the Data and other information for the purpose of improvement of the service provided by Synspective.

Article10 (Confidentiality)

  1. The User shall use Synspective’s technical or business confidential information obtained in the course of performance of the License Agreement only for the purpose of the License Agreement, and shall not disclose or leak such information to any third party without the prior consent of Synspective, unless such information falls under any of the following items:
    1. Information already lawfully obtained or in the public domain at the time of disclosure, or information that enters the public domain thereafter not due to the willful intent or negligence of the User;
    2. Information that is independently developed or created without reliance on the confidential information of the other party; and
    3. Information lawfully obtained from a third party without bearing any duty of confidentiality.
  2. The User shall promptly return all materials and goods containing any confidential information and copies thereof if: the purpose of use of the confidential information received from Synspective is achieved; there is no longer the need for use of the confidential information; the License Agreement expires or terminates; or requested by Synspective.
  3. The obligation of clause 1 shall survive the termination or expiration of the License Agreement.

Article11 (Termination)

  1. Synspective may not provide the Data, if the User;
    1. breaches a provision of this License Agreement and does not cure such breach within 10 days after Synspective gives a formal demand to cure the breach;
    2. uses, or attempts to use, the Data in a manner that would cause Synspecitve to lose social credibility
    3. is determined by Synspective to likely correspond to one of the preceding items.
  2. Synspective may terminate to provide Data by posting it on Synspective website in advance or by notifying the user in a manner that Synspective deem appropriate.
  3. The license terms and conditions shall be valid during the license period.
  4. The user immediately discards or erases the Data and derivatives (including duplicates) at the end of the licensing period. If Synspective requests a certificate of destruction or deletion in the form, the User shall submit it to Synspective.

Article12 (Exclusion of Antisocial Forces.)

  1. The User represents and covenants that The User or The User’s officers are not and will not be:
    1. any organized crime group, an organized crime group member, a person for whom five years have not passed since ceasing to be an organized crime group member, an associate member of an organized crime group, an organized crime group-related person, an organized crime group-related group or other antisocial forces (hereinafter collectively referred to as “Antisocial Forces”);
    2. having Antisocial Forces substantially controlling or involved in The User’s management;
    3. having any relationship that is recognized as the User’s unjustified use of Antisocial Forces with the intent to promote The User’s or any third party’s illicit gains or to cause harm to any third party;
    4. having any relationship that is recognized as The User’s provision of funds or granting of benefits to Antisocial Forces; or
    5. having any other relationship with Antisocial Forces that would be socially criticized.
  2. The User shall undertake not to commit or have a third party commit any of the following:
    • Any act of violent demand;
    • Any act of unreasonable demand beyond legal responsibility;
    • Any act of using threatening behavior or violence in relation to transactions;
    • Act of damaging the credibility of the other party or interfering with the other party’s business by spreading rumors, or using fraudulent means or force;
    • Act of letting Antisocial Forces use one’s name; or
    • Any other act equivalent to the preceding items.
  3. Synspective may terminate this LICENSE AGREEMENT forthwith without any peremptory notice if Synspective determines that The User falls under either of clause 1 or clause 2.
  4. If Synspective terminates this LICENSE AGREEMENT according to the preceding clause, Synspective will not be liable for any damages incurred by The User due to the termination.

Article13 (General Provisions)

  1. The User shall not assign or provide as collateral its position, rights or obligations under this LICENSE AGREEMENT to any other party without the prior written approval of Synspective.
  2. In the event of any doubt or dispute regarding the interpretation of this LICENSE AGREEMENT or any other matter, both parties shall consult in good faith and endeavor to resolve such dispute.
  3. This LICENSE AGREEMENT shall be governed by, and interpreted in accordance with, the laws of Japan.
  4. The Tokyo District Court shall be the exclusive jurisdictional court of the first instance for any litigation between The User and Synspective regarding this LICENSE AGREEMENT.

The above Established on November 21, 2022