Master Terms of Service

1. Scope and Contract Structure

1.1 These Master Terms of Service (the "Terms") govern ClearSKY's account-based business services, including subscriptions, dashboards, APIs, ordering flows, processing services, support, professional services, and related paid or no-fee account plans (the "Services"), unless ClearSKY states that separate terms apply.

1.2 The Services are for business customers only. By accepting these Terms or using the Services, the person accepting confirms that they act for a business and have authority to bind that business.

1.3 The agreement between Customer and ClearSKY consists of these Terms and, where applicable, an accepted Order, the Data Service Terms, the Service Level Agreement, the Data Processing Addendum, the Acceptable Use Policy, and any service-specific terms expressly made applicable to the relevant Services (together, the "Agreement").

1.4 ClearSKY's free public browser tools are governed by the Free Tools Terms. Beta, preview, pilot, early-access, experimental, evaluation, or similar services are governed by the Beta Services Addendum where applicable.

1.5 If documents conflict, the following order controls: (a) signed agreement, statement of work, or accepted Order; (b) service-specific terms, including the Data Service Terms and Beta Services Addendum; (c) the SLA, for service levels and service credits only; (d) the DPA, for processing personal data on Customer's behalf only; (e) the AUP; (f) these Terms; and (g) the Documentation.

2. Key Definitions

2.1 "ClearSKY" means ClearSky Imagery ApS. "Customer" means the business accepting these Terms, using the Services, or identified in an Order. "Authorized User" means a person Customer permits to use the Services on Customer's behalf.

2.2 "Customer Data" means AOIs, geometries, files, coordinates, configurations, requests, instructions, account content, and other content submitted to the Services by or for Customer. Customer Data does not include ClearSKY technology, Documentation, Service Usage Data, or Delivered Data.

2.3 "Delivered Data" means data, imagery, masks, layers, files, outputs, or other results made available to Customer through a Data Service or accepted Order.

2.4 "Documentation" means ClearSKY's then-current technical, product, API, ordering, billing, support, and operational documentation for the relevant Services.

2.5 "Order" means an order form, quote, statement of work, subscription flow, dashboard order, API order, invoice, project-based offer, or other ordering mechanism accepted by ClearSKY. "Service Usage Data" means technical logs, telemetry, usage metrics, billing records, diagnostic data, and similar information relating to operation, support, security, and use of the Services.

3. Accounts, Access, and Customer Responsibilities

3.1 Subject to the Agreement and payment of applicable fees, ClearSKY grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable term for Customer's internal business purposes.

3.2 Customer is responsible for Authorized Users and for activity under Customer's accounts, API keys, tokens, and credentials, except to the extent caused by ClearSKY's breach of the Agreement. Customer must keep credentials secure and promptly notify ClearSKY of suspected unauthorized access, compromise, or misuse.

3.3 Customer is responsible for accurate account, billing, tax, contact, order, and service-parameter information. ClearSKY is not responsible for issues caused by incorrect, incomplete, unlawful, or unsuitable Customer inputs.

3.4 Customer must have all rights, permissions, consents, and legal bases needed for Customer Data and for Customer's use of the Services and outputs. Customer must comply with applicable law, export controls, sanctions, privacy law, intellectual property law, the Documentation, and the AUP.

4. Orders and Contract Formation

4.1 Customer may request Services through ClearSKY's approved ordering channels, including dashboard flows, API flows, order forms, quotes, subscription flows, or project-based offers.

4.2 An order request is not binding on ClearSKY until ClearSKY accepts it. ClearSKY may accept an order by written confirmation, dashboard or API status, invoice, production start, delivery, or another acceptance method shown in the relevant ordering flow.

4.3 If ClearSKY enables automatic acceptance for Customer, an order is accepted automatically when submitted within the enabled account rules, permissions, pricing limits, credit limits, service scope, and technical constraints. ClearSKY may reject, pause, or require manual review for orders that appear erroneous, abusive, unlawful, technically infeasible, outside enabled limits, or commercially or operationally unreasonable.

4.4 Once an order is accepted, ClearSKY may start production, reserve capacity, or incur third-party costs immediately. Accepted orders are non-cancellable and non-refundable unless the Order says otherwise, ClearSKY agrees in writing, or mandatory law requires otherwise.

4.5 If ClearSKY offers project-based pricing, a bespoke quote, a discounted project order, or a statement of work, the accepted Order controls for that project, including price, scope, delivery assumptions, and deviations from these Terms.

4.6 Before submitting an online order, Customer can review and correct order inputs in the relevant flow. ClearSKY will provide electronic confirmation of accepted online orders. The current Terms are available online in a form that can be saved or printed. The contract language is English.

5. Fees, Taxes, and Payment

5.1 Customer will pay the fees stated in the applicable Order, subscription plan, pricing page, invoice, or other accepted commercial terms. Fees may include subscription fees, usage fees, order fees, credit purchases, storage fees, support fees, professional services fees, or project fees.

5.2 Unless stated otherwise, fees are denominated in EUR, exclusive of VAT and similar taxes, and non-cancellable and non-refundable once the applicable subscription period, usage, credit purchase, or accepted order begins.

5.3 Customer is responsible for VAT, sales tax, withholding tax, duties, and similar charges, except taxes based on ClearSKY's net income. If withholding is legally required, Customer must gross up the payment so ClearSKY receives the full amount invoiced, unless prohibited by law.

5.4 Invoices are due within the period stated in the invoice or Order. If no period is stated, invoices are due fourteen (14) days from the invoice date. ClearSKY may condition, limit, suspend, or revoke invoice-based billing, deferred payment terms, or credit arrangements based on payment history, credit risk, account standing, or reasonable commercial risk.

5.5 ClearSKY may suspend affected Services after notice if undisputed amounts are overdue. Overdue undisputed amounts may accrue interest and reasonable collection costs to the maximum extent permitted by law.

6. Customer Data, Privacy, and Security

6.1 As between the parties, Customer retains ownership of Customer Data. Customer grants ClearSKY the rights needed to host, copy, process, transmit, store, secure, troubleshoot, support, analyze, and otherwise use Customer Data to provide the Services, perform the Agreement, prevent abuse, maintain security, generate usage and billing records, and comply with law.

6.2 If ClearSKY processes personal data in Customer Data on Customer's behalf as processor, the DPA applies. ClearSKY's controller-side processing for account administration, billing, website operation, security, support, and similar business purposes is described in the Privacy Policy.

6.3 Customer must not submit special-category personal data, sensitive personal data, classified information, regulated health information, or payment-card data to the Services unless ClearSKY expressly agrees in writing.

6.4 ClearSKY will use reasonable technical and organizational measures designed to protect the Services and Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access.

7. ClearSKY Technology, Usage Data, and Feedback

7.1 ClearSKY and its licensors retain all rights in the Services, software, APIs, models, data-fusion methods, harmonization methods, cloud-mask methods, workflows, processing pipelines, Documentation, branding, and related intellectual property.

7.2 ClearSKY may generate and use Service Usage Data for lawful business purposes, including billing, operations, security, support, abuse prevention, analytics, planning, benchmarking, and service improvement. ClearSKY will not disclose Service Usage Data externally in a way that identifies Customer except to provide the Services, comply with law, enforce the Agreement, or with Customer's permission.

7.3 If Customer provides comments, requests, ideas, or feedback, ClearSKY may use them without restriction or obligation.

8. Service-Specific Terms, Outputs, SLA, and Beta Services

8.1 Some Services are subject to service-specific terms. Data Services and Delivered Data are governed by the Data Service Terms. Free Tools are governed by the Free Tools Terms. Beta Services are governed by the Beta Services Addendum where applicable.

8.2 Support, uptime commitments, delivery targets, quality remedies, service credits, and similar commitments apply only if expressly stated in an Order, subscription plan, SLA, or signed written agreement.

8.3 Unless expressly agreed otherwise, ClearSKY is not required to host, retain, archive, or re-deliver Customer Data, Delivered Data, or outputs after the applicable retention period, storage entitlement, plan limit, or delivery mechanism expires.

9. Confidentiality

9.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including non-public product, technical, security, business, pricing, and Customer Data information.

9.2 The receiving party will use Confidential Information only to perform or receive the Services or exercise rights under the Agreement, protect it using reasonable care, and disclose it only to persons who need to know it and are bound by appropriate confidentiality obligations.

9.3 Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already lawfully known without restriction, lawfully received from a third party without restriction, or independently developed without use of the disclosing party's Confidential Information. Obligations continue for three (3) years after termination, except trade secrets remain protected for as long as they qualify as trade secrets.

10. Suspension and Termination

10.1 ClearSKY may suspend or restrict all or part of the Services if it reasonably believes that Customer failed to pay undisputed amounts when due, breached the Agreement, created a security or legal risk, or used the Services in a way that may cause fraud, abuse, operational harm, sanctions risk, export-control risk, third-party-provider risk, or other material risk.

10.2 Where reasonably practicable, ClearSKY will give notice and an opportunity to cure before suspension. ClearSKY may act immediately where delay could create risk, liability, service disruption, or legal exposure.

10.3 Either party may terminate the affected Services for material breach if the other party does not cure the breach within thirty (30) days after written notice. ClearSKY may terminate immediately for unlawful use, sanctions or export-control violations, uncured non-payment, or AUP violations that cannot reasonably be cured or that create material risk.

10.4 On expiration or termination, Customer's rights to use the affected Services end, but Customer remains responsible for fees and obligations accrued before the effective date. Sections that by their nature should survive will survive.

11. Subscription and Terms Changes

11.1 Unless an Order states otherwise, subscription plans renew monthly. Customer may cancel or downgrade for the end of the then-current billing month. No prorated refund or credit is due for the unused remainder of a billing month unless expressly stated otherwise.

11.2 ClearSKY may update, improve, modify, or discontinue features from time to time. ClearSKY will not materially reduce the core paid functionality purchased by Customer during the applicable term except where reasonably required for security, legal compliance, abuse prevention, third-party dependency, or service integrity.

11.3 ClearSKY may update these Terms from time to time. Non-material changes may take effect when posted. Material changes that adversely affect Customer's rights or obligations for paid Services will take effect after at least thirty (30) days' notice, unless a shorter period is required for legal, security, or abuse-prevention reasons. Continued use after the effective date constitutes acceptance of the updated Terms.

12. Disclaimers and Limitation of Liability

12.1 Except as expressly stated in an Order, service-specific terms, SLA, or signed written agreement, the Services, Delivered Data, and outputs are provided "as is" and "as available".

12.2 To the maximum extent permitted by law, ClearSKY disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, and that the Services or outputs will meet Customer's requirements.

12.3 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, business, anticipated savings, production, use, or data.

12.4 To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer to ClearSKY for the affected Services during the twelve (12) months before the event giving rise to the claim.

12.5 Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence, death or personal injury caused by negligence, Customer's payment obligations, or liability that cannot lawfully be excluded or limited.

13. Export, Publicity, Force Majeure, and General Terms

13.1 Customer must comply with applicable export controls, sanctions, and trade restrictions. Customer must not use the Services for or on behalf of a sanctioned person, embargoed destination, or prohibited end use.

13.2 Neither party may use the other party's name, logo, or marks in public announcements, marketing, case studies, or customer lists without prior written consent, unless an Order expressly permits it.

13.3 Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, utility failures, internet or cloud provider failures, cyberattacks, satellite or source-data failures, government action, or other force majeure events. Payment obligations are not excused for Services already provided.

13.4 The Agreement and any non-contractual disputes arising out of or relating to it are governed by Danish law, excluding conflict-of-laws rules. The courts of Denmark have exclusive jurisdiction unless the parties agree otherwise in writing. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

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

13.6 Neither party may assign the Agreement without the other party's consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the assigning party's obligations.

13.7 If a provision is unenforceable, the rest of the Agreement remains in effect. Failure to enforce a provision is not a waiver. The parties are independent contractors. Legal notices to ClearSKY must be sent to legal@clearsky.vision.