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Annex A - Bluesky Oblique Aerial Photography

INTRODUCTION

By accessing this Geo-information Product you agree to abide by the Terms and Conditions of License contained herein and are not purchasing the data for or on behalf of any of the excluded organisations.

DEFINITIONS

“Consumer” shall mean any natural person who is acting for purposes outside of their business.

“Geo-Information Products” "Products" Any digital or paper geography product, including but not limited to aerial photography scans & control, orthophotos, height data, satellite imagery and or mapping provided by Licensors and accessed by you.

“Licensee” The person, organisation or company who is accessing the GeoInformation Product, on the basis of these License terms, having been accepted as a Licensee by Licensor and paid the Price due Licensor in consideration for such License.

“Licensors” Bluesky International Limited (Registered Number 04789469: The Old Toy Factory, Jackson Street, Coalville, Leicestershire LE67 3NR) holds Intellectual Property Rights in the Products or have been licenced to market the Intellectual Property Rights of others under these terms.

LICENSE

Upon payment in full of the Price, Licensors grant Licensee, a non-exclusive, non-transferable License to use the Products under the following License:

Corporate User License for internal business use in perpetuity including derivation of information and use in reports

For the avoidance of doubt, except as detailed above, License does not allow:

  • The sale or supply to, or use by, any third party of the Products
  • Derivation of Information from the Products for the purpose of the sale or supply to, or use by any third party of this Information
  • Display of the Products or any derived information on the World Wide Web Licensees or their employees to make any representations concerning the Products

No variation to License shall be binding unless agreed in writing between Licensors and Licensee.

COPYRIGHT

The Licensee acknowledges that copyright subsists in the Products and that all property and other rights in the Products and all trademarks and logos used on or in relation to the Products shall remain with the Licensors. Copyright Statements must be used with Products as follows, and as advised from time to time:

Oblique Aerial Photography - © Bluesky International Ltd

ORDER AND SPECIFICATION

Consumers will have seven (7) working days in which to cancel an order; other than this and for all other Licensees, no order which has been accepted by Licensors may be cancelled by the Licensee except with the agreement in writing of Licensors and on terms that the Licensee shall indemnify Licensors in full against all loss (including loss of profit) costs (including the costs of all labour and materials used) damages, charges and expenses incurred by Licensors as a result of such cancellation.

PRICE AND PAYMENT

The total price of the Products shall be Licensors' written quoted price as varied from time to time.

The price is exclusive of any applicable Value Added Tax, which the Licensee shall be additionally liable to pay to Licensors.

Licensee shall pay in full on order or shall pay within 30 days of the date of invoice, if accepted for an account with Licensors.

The time of payment shall be of the essence of the Contract.

All payments shall be made in full without deduction in respect of any set-off or counterclaim.

If the Licensee fails to make any payment on the due date then without prejudice to any other right or remedy available to Licensors, Licensors shall be entitled to: cancel the Contract or suspend any deliveries to the Licensee; appropriate any payment made by the Licensee to such of the Products as Licensors may think fit; and charge the Licensee interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum over the base rate for the time being of Barclays Bank PLC.

License to Products is not deemed to commence until payment has been made of the Price in full to Licensors.

WARRANTIES & LIABILITY

Licensors warrant that the Products will correspond with their specification at the time of delivery. The above warranty does not extend to any defect resulting from use of the Products with materials or equipment not supplied by Licensor.

The above warranty is given by Licensors subject to the following conditions:

Licensors shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Licensee or

In respect of any defect arising from failure to follow Licensors' guidance, misuse or alteration of the Products without Licensors' approval;

Licensors shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment, and except in respect of death or personal injury caused by Licensors' negligence, Licensors shall not be liable to the Licensee for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever which arises out of or in connection with the supply of the Products, except as expressly provided in these Conditions.

Except in respect of injury to or death of any person Licensors aggregate liability for breach of contract, negligence or other default shall not exceed the value of the Contract.

Except as expressed here all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Where the Products are licenced under a Consumer sale, the statutory rights of the Licensee are not affected by these conditions.

FORCE MAJEURE

Licensors shall not be liable to the Licensee or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Licensors' obligations in relation to the Products, if the delay or failure was due to any cause beyond Licensors' reasonable control.

INTELLECTUAL PROPERTY

Licensors own the Intellectual Property Rights in the Products or are licenced the copyright, design right and other intellectual property rights in the Products in order to market the Products.

Licensors have not knowingly infringed any intellectual property rights of any third party but do not warrant or give any assurance to the Licensee that any Product does not infringe the intellectual property rights of any third party.

INDEMNITY

The Licensee shall indemnify and keep Licensors indemnified against all costs, expenses, damages and demands incurred by Licensors in respect of any alleged infringement of the patents, trade marks, copyright, design or other industrial property rights used by Licensors at the request of the Licensee.

TERMINATION

Licensors shall be entitled to terminate the licence immediately on giving written notice to the Licensee if the Licensee commits any material breach of any term of this contract.

Forthwith upon termination the Licensee shall return to Licensors all copies of the Products or, if requested by Licensors, shall destroy such copies in a manner appropriate.

GENERAL

The Licensee shall not be entitled to assign, sub-licence or otherwise transfer to any third party the benefit of this licence.

No delay in enforcing the provisions of this Contract shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach.

This Contract sets out the entire licence agreement and understanding between the parties in respect of its subject matter.

To the extent that any provision of these Conditions is found, by any court or competent authority, to be invalid, unlawful or unenforceable; that provision shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions.

GOVERNING LAW AND JURISDICTION

These Conditions shall be governed by and construed in accordance with English law.

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