Master Terms of Service

1. Scope and Contract Structure

1.1 These Master Terms of Service (the "Terms") govern Customer’s access to and use of the standard account-based subscription services made available by ClearSky Imagery ApS under the ClearSKY or ClearSKY Vision service names, including any then-current free plan and paid plans, and any paid hosted software, APIs, data products, processing services, and related services made available under those plans or under an applicable Order Form (collectively, the "Services"), unless otherwise stated in an applicable Order Form or separate written agreement signed by ClearSKY.

1.2 These Terms are intended for business customers only. Any individual accepting these Terms on behalf of an entity represents and warrants that they have authority to bind that entity.

1.3 The Services may include different service categories, plans, modules, and features. Service-specific terms, technical descriptions, and commercial details may apply to particular Services.

1.4 Free services, trial services, preview services, and beta or experimental services that ClearSKY expressly designates as Free/Beta Services are not governed by these Terms unless expressly stated otherwise. For clarity, the standard free plan described on ClearSKY’s pricing pages, and Customer’s continued account-based access to validly delivered data under the applicable Service-Specific Terms, are not treated as Free/Beta Services merely because no subscription fee is charged.

1.5 Service levels, uptime commitments, delivery targets, quality remedies, service credits, and related remedies apply only if expressly included in Customer’s subscription plan, Order Form, or other applicable commercial terms, and are governed by the Service Level Agreement.

1.6 If ClearSKY processes personal data on Customer’s behalf as a processor, the Data Processing Addendum applies in addition to these Terms.

2. Order of Precedence

2.1 In the event of a conflict, the following order of precedence applies, except that each document controls only for the subject matter it addresses:

1. the applicable Order Form or signed commercial agreement;
2. for service-specific subject matter, the applicable Service-Specific Terms;
3. for service levels, uptime commitments, delivery targets, quality remedies, and Service Credits, the applicable Service Level Agreement;
4. for processing of personal data, the applicable Data Processing Addendum;
5. these Master Terms of Service; and
6. the Documentation.

2.2 For clarity, the Documentation describes technical and operational details of the Services, but does not override express legal or commercial commitments in an Order Form, Service-Specific Terms, the Service Level Agreement, the Data Processing Addendum, or these Master Terms of Service.

3. Definitions

3.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership or control of more than fifty percent (50%) of the voting interests or equivalent decision-making authority.

3.2 "Authorized User" means an employee, contractor, or individual authorized by Customer to access or use the Services on Customer’s behalf.

3.3 "Customer" means the entity accepting these Terms or identified in the applicable Order Form.

3.4 "Customer Data" means data, content, files, requests, prompts, geometries, configurations, and other materials submitted to the Services by or for Customer. Customer Data does not include Delivered Data, Service Usage Data, or ClearSKY’s technology, software, models, Documentation, or other intellectual property.

3.5 "Documentation" means ClearSKY’s then-current technical, operational, product, API, support, and usage documentation made available by ClearSKY for the relevant Services.

3.6 "Order Form" means any ordering document, online checkout flow, subscription flow, dashboard order, invoice, quote, or other commercial ordering mechanism accepted by ClearSKY and Customer that identifies the Services, plan, fees, and other applicable commercial terms.

3.7 "Service-Specific Terms" means any additional product- or service-specific legal terms published by ClearSKY and expressly made applicable to a particular Service, including our Data Service Terms.

3.8 "Service Usage Data" means technical logs, telemetry, analytics, performance metrics, billing records, diagnostic information, and similar data relating to the operation, support, security, or use of the Services.

3.9 "Subscription Term" means the subscription period stated in the applicable Order Form, subscription plan, or other commercial terms, including any renewal term.

3.10 "Usage Policies" means the acceptable use, technical, fair use, security, and operational rules applicable to the Services, including our Acceptable Use Policy.

3.11 "Calendar Month" means a period beginning at 00:00:00 CET/CEST on the first day of a calendar month and ending at 23:59:59 CET/CEST on the last day of that calendar month.

3.12 "Free Plan" means ClearSKY’s standard no-fee, account-based subscription tier, if then offered by ClearSKY, with the features, limits, and entitlements described in the then-current commercial terms or pricing pages.

3.13 "Agreement" means these Terms together with the applicable Order Form, Service-Specific Terms, Service Level Agreement, Data Processing Addendum, and Usage Policies, in each case to the extent applicable to the relevant Services.

4. Orders, Access Rights, and Account Use

4.1 Subject to these Terms and payment of applicable fees, ClearSKY grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services for Customer’s internal business purposes, in each case in accordance with the applicable Order Form, Service-Specific Terms, Documentation, and Usage Policies.

4.2 Customer may permit its Authorized Users and, where reasonably necessary for Customer’s business operations, its Affiliates and contractors to use the Services on Customer’s behalf, provided Customer remains responsible for their compliance with these Terms.

4.3 Customer is responsible for all activity occurring under its accounts, credentials, API keys, tokens, and access mechanisms, except to the extent caused by ClearSKY’s own breach of these Terms.

4.4 Customer must promptly notify ClearSKY of any suspected unauthorized access, credential compromise, or misuse of the Services. ClearSKY may rotate, suspend, or disable credentials where reasonably necessary to protect the Services, Customer, or other users.

4.5 ClearSKY may establish and update reasonable technical, operational, and fair-use limits for the Services, including rate limits, concurrency limits, storage limits, and similar controls, provided that any material commercially agreed limits in an Order Form will govern for the applicable Subscription Term unless changes are reasonably required for security, integrity, legal compliance, or abuse prevention.

5. Customer Responsibilities

5.1 Customer is responsible for: (a) providing accurate account, billing, tax, and contact information; (b) maintaining the security of its systems and credentials; (c) using the Services in compliance with applicable law; and (d) obtaining any rights, consents, and permissions necessary for Customer Data and Customer’s use of the Services.

5.2 Customer must not use the Services in violation of the Documentation, Usage Policies, applicable export control laws, sanctions laws, intellectual property rights, privacy rights, or other applicable law.

5.3 Customer is responsible for decisions, actions, and outcomes based on its use of the Services. Unless expressly stated otherwise in an applicable Service-Specific Terms page or written agreement, Customer remains solely responsible for independently evaluating the suitability of the Services and any outputs for its intended use cases.

6. Fees, Invoicing, Taxes, and Payment

6.1 Customer will pay all fees specified in the applicable Order Form, subscription plan, pricing page, or other agreed commercial terms. Except as expressly stated otherwise, fees are denominated in EUR and are non-cancelable and non-refundable.

6.2 Fees may include recurring subscription fees, usage-based fees, top-ups, order fees, storage fees, support fees, professional services fees, or other charges described in the applicable commercial terms or Documentation.

6.3 Customer will pay invoices within the period stated in the applicable Order Form or invoice. If no payment period is stated, invoices are due within fourteen (14) days from invoice date.

6.3A If ClearSKY approves Customer for invoice-based billing, deferred payment terms, or other credit arrangements, the applicable Order Form, invoice terms, or other written commercial terms will govern those arrangements. ClearSKY may condition, limit, modify, suspend, or revoke such arrangements based on credit review, payment history, account standing, risk, or other reasonable commercial factors.

6.4 All fees are exclusive of VAT and other applicable taxes, duties, and levies. Customer is responsible for such amounts, except for taxes based on ClearSKY’s net income.

6.5 If Customer fails to pay an undisputed amount when due, ClearSKY may, after notice, suspend access to the affected Services until the overdue amounts are paid in full.

6.6 Overdue undisputed amounts may accrue interest from the due date, and ClearSKY may recover reasonable collection costs and any statutory recovery compensation, in each case to the maximum extent permitted by applicable law.

7. Suspension Rights

7.1 ClearSKY may suspend or restrict access to all or part of the Services immediately if it reasonably believes that: (a) Customer is using the Services in violation of these Terms, applicable law, or the Usage Policies; (b) Customer’s use poses a security risk or may harm ClearSKY, the Services, or any third party; (c) suspension is required to prevent fraud, abuse, or unauthorized access; (d) Customer has failed to pay undisputed fees when due; or (e) a third party provider, legal requirement, court order, regulator, or sanctions regime requires or justifies such action.

7.2 Where reasonably practicable, ClearSKY will provide notice of suspension and an opportunity to remedy the issue. ClearSKY has no liability for suspensions made in good faith under this Section.

8. Intellectual Property and Feedback

8.1 As between the parties, ClearSKY and its licensors retain all right, title, and interest in and to the Services, Documentation, software, APIs, models, workflows, methodologies, processing logic, know-how, branding, and all related intellectual property rights.

8.2 As between the parties, Customer retains all right, title, and interest in and to Customer Data, subject to the rights granted to ClearSKY under these Terms to host, copy, process, transmit, store, secure, support, and otherwise use Customer Data solely as necessary to provide and maintain the Services, prevent abuse, maintain security, generate billing and usage records, comply with applicable law, and as otherwise permitted by the applicable Agreement.

8.3 If and to the extent ClearSKY processes Personal Data contained in Customer Data on Customer’s behalf as a processor, such processing is governed by the applicable Data Processing Addendum. ClearSKY does not use Customer Data containing Personal Data for its own independent product-improvement purposes except as permitted by the applicable Agreement, applicable law, or on data that has been aggregated, de-identified, or anonymized so that it no longer constitutes Personal Data under applicable Data Protection Law.

8.4 If Customer provides suggestions, ideas, feedback, or requested improvements relating to the Services, ClearSKY may use them without restriction or obligation.

8.5 ClearSKY may generate and use aggregated, de-identified, and anonymized Service Usage Data for lawful business purposes, including service improvement, analytics, security, and benchmarking, provided such data does not identify Customer as the source.

9. Confidentiality

9.1 Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential in light of the nature of the information and the circumstances of disclosure ("Confidential Information").

9.2 The receiving party will: (a) use the disclosing party’s Confidential Information only as necessary to perform or receive the Services or exercise rights under the agreement; (b) protect such Confidential Information using reasonable care, and at least the same degree of care it uses for its own similar confidential information; and (c) not disclose such Confidential Information to any third party except to its employees, Affiliates, contractors, advisors, and subprocessors who need to know it and who are bound by obligations of confidentiality no less protective than those in these Terms.

9.3 Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public through no fault of the receiving party; (b) was already lawfully known to the receiving party without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

9.4 A receiving party may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided that, where legally permitted, it gives the disclosing party reasonable prior notice.

9.5 These confidentiality obligations continue during the term and for three (3) years after termination, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

9.6 Upon written request of the disclosing party or upon termination of the applicable Services, the receiving party will, except to the extent retention is required by applicable law or reasonable backup, security, or recordkeeping practices, return or securely destroy the disclosing party’s Confidential Information in its possession or control.

10. Warranties Disclaimer

10.1 Except as expressly stated in an applicable Order Form, Service-Specific Terms, Service Level Agreement, or separate written agreement signed by ClearSKY, the Services are provided "as is" and "as available".

10.2 To the maximum extent permitted by law, ClearSKY disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted service, error-free operation, or that the Services or outputs will meet Customer’s requirements.

10.3 Customer acknowledges that model-based, estimated, predictive, or derived outputs may contain inaccuracies, omissions, distortions, delays, or other limitations, and are not a substitute for independent verification or professional judgment.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business interruption, or loss of data, even if advised of the possibility of such damages.

11.2 To the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to the Services and the agreement will not exceed the total fees paid or payable by Customer to ClearSKY for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

12. Term, Renewal, and Termination

12.1 These Terms begin when Customer first accepts them or first accesses or uses a Service governed by them, and continue until all applicable Subscription Terms or Services governed by them have expired or been terminated.

12.2 Unless otherwise expressly stated in an applicable Order Form or signed written agreement, subscription plans renew automatically on a Calendar Month basis. Customer may cancel or downgrade a subscription plan effective at the end of the current Calendar Month by completing the cancellation before 23:59:59 CET/CEST on the last day of that Calendar Month. If a subscription renews because a new Calendar Month begins before cancellation becomes effective, the cancellation or downgrade will take effect at the end of the following Calendar Month.

12.3 Either party may terminate the affected Services or the agreement for material breach if the other party fails to cure the breach within thirty (30) days after written notice, except that ClearSKY may terminate immediately for non-payment, unlawful use, sanctions or export-control violations, or material violations of the Usage Policies that cannot reasonably be cured or that pose a material risk.

12.4 Upon expiration, cancellation, downgrade, or termination: (a) Customer’s entitlement to paid-only features, higher throughput limits, paid support entitlements, and SLA-backed rights for the affected Services ends at the effective time of expiration, cancellation, downgrade, or termination; (b) if ClearSKY then offers a Free Plan and Customer remains eligible, Customer may continue to access the account under the then-current Free Plan subject to the applicable terms, plan entitlements, and Service-Specific Terms; (c) Customer remains responsible for all fees and payment obligations accrued through the effective date; and (d) Sections that by their nature should survive will survive.

12.5 Cancellations and downgrades take effect only at the end of the then-current Calendar Month unless expressly stated otherwise in an applicable Order Form or signed written agreement. No prorated refund or credit is due for the unused remainder of a Calendar Month unless expressly stated otherwise.

13. Publicity and Brand Use

13.1 Except as expressly permitted in an applicable Order Form or separate written agreement, neither party may use the other party’s name, logo, trademarks, or other brand assets in public marketing, publicity, promotional materials, case studies, partner pages, press releases, or similar public communications without the other party’s prior written consent.

13.2 If the parties expressly agree in an applicable Order Form or separate written agreement that one party may identify the other as a customer, supplier, or partner, such use must comply with any agreed brand guidelines, scope, format, channels, and revocation conditions stated in that agreement.

13.3 Any service-specific attribution, credit, or branding requirements relating to Customer’s use of particular Services or Delivered Data must be expressly stated in the applicable Service-Specific Terms, Order Form, or separate written agreement.

14. Force Majeure

14.1 Neither party will be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, natural disasters, utility failures, internet or telecommunications failures, cloud or hosting failures, cyberattacks, satellite or upstream data source failures, or government action.

14.2 The affected party will use reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable.

14.3 If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Services upon written notice, provided that termination does not relieve Customer of payment obligations accrued before termination.

15. Changes to Services and Terms

15.1 ClearSKY may update, improve, modify, or discontinue features of the Services from time to time. ClearSKY will not materially reduce the core functionality of a paid Service during the then-current Subscription Term except where required for security, legal, regulatory, abuse-prevention, or third-party dependency reasons.

15.2 ClearSKY may update these Terms from time to time. Non-material changes may take effect immediately upon posting.

15.3 If ClearSKY makes a material change to these Terms that adversely affects Customer’s rights or obligations for paid Services, ClearSKY will provide at least thirty (30) days’ notice by email to Customer’s account owner or other designated billing or legal contact, by in-product or account notice, or by other reasonable written notice. The updated Terms will take effect on the stated effective date. If Customer does not agree to the material change, Customer may stop using the affected Services and terminate the affected Subscription Term before the change takes effect.

16. Governing Law and Venue

These Terms and any non-contractual disputes arising out of or in connection with them are governed by the laws of Denmark, excluding its conflict-of-laws rules. The courts of Denmark shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms, unless otherwise expressly agreed in writing.

17. General

17.1 Customer may not assign or transfer these Terms or any rights under them without ClearSKY’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Customer’s assets relating to these Terms. ClearSKY may assign these Terms to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its relevant assets.

17.2 These Terms, together with the applicable Order Form, Service-Specific Terms, Service Level Agreement, Data Processing Addendum, Usage Policies, and applicable Documentation referenced by the Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede prior or contemporaneous agreements on that subject matter.

17.3 If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

17.4 A failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.

17.5 The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

17.6 Any purchase order terms, procurement portal terms, or other customer boilerplate terms are rejected and will not apply unless expressly accepted in writing by an authorized representative of ClearSKY.