Website Terms and Conditions of Use

1.   About the Website

1.1   Welcome to www.arlula.com (the ‘Website’). The Website and associated infrastructure provides integrated access to an Application Programming Interface (the ‘API’) that allows you to search, view and access satellite imagery and data (the ‘Service’ or ‘Services’).

1.2   The Arlula API Service provides access to satellite imagery data (the ‘Imagery Data’) which is provided by third party suppliers.

1.3   The Website is operated by Arlula PTY. LTD (‘Arlula’), (ACN 624 498 344). Access to and use of the Website, or any of its associated Services, is provided by Arlula. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Website and/or associated API, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, API, or any other Services, immediately.

1.4   Arlula reserves the right to review and change any of the Terms by updating this page at its sole discretion. You can review the most current version of the Terms of Service at any time at this page. Any changes to the Terms take immediate effect from the date of their publication. It is your responsibility to check our Terms periodically for changes. Your continued use of the Website, API or Services after amendments to Terms have been published constitutes acceptance of the amendments.

2.   Acceptance of the Terms

You accept the Terms by remaining on the Website or using the API. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Arlula in the user interface.

You may not access or use Arlula API or Services unless you agree to abide by all of the Terms outlined in this Agreement.

3.   Registration to use the Services

3.1   In order to access the Services, you must first register for an account through the Website (the ‘Account’).

3.2   As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

(a)  Email address,
(b)  Account name,
(c)  Mailing address,
(d)  Telephone number.

3.3   You warrant that any information you give to Arlula in the course of completing the registration process will always be accurate, correct and up to date.

3.4   Once you have completed the registration process, you will be a registered member of the Website (‘Member’) and agree to be bound by the Terms.

3.5   You may not use the Services and may not accept the Terms if:

(a)  you are not of legal age to form a binding contract with Arlula; or
(b)  you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4.   Your obligations as a Member

4.1   As a Member, you agree to comply with the following:

(a)  you will use the Services only for purposes that are permitted by:

(i)  the Terms; and
(ii)  any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(b)  you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

(c)  any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Arlula of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(d)  access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Arlula providing the Services;

(e)  you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Arlula;

(f)  you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

(g)  you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Arlula for any illegal or unauthorised use of the Website; and

(h)  you acknowledge and agree that any automated use of the Website or its Services is prohibited.

5.   Payment

5.1.   Where the option is given to you, you may make payment for the Imagery Data by way of Credit Card.

5.2.   All payments made in the course of your use of the Services are made using Stripe. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their website.

5.3.   You acknowledge and agree that where a request for the payment of the Imagery Data is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Imagery data purchase/order.

5.4.   You agree and acknowledge that Imagery Data costs can be varied at any time.

6.   Refund Policy

Arlula will only provide you with a refund of the Imagery Data purchase in the event they are unable to provide the Services or if the manager of Arlula makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances (the ‘Refund’).

7.   Copyright and Intellectual Property

7.1.   The Website, the Services and all of the related products of Arlula are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the API, Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Arlula or its contributors.

7.2.   All trademarks, service marks and trade names are owned, registered and/or licensed by Arlula, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

(a)  use the Website pursuant to the Terms;

(b)  copy and store the Website and the material contained in the Website in your device’s cache memory; and

(c)  print pages from the Website for your own personal and non-commercial use.

Arlula does not grant you any other rights whatsoever in relation to the Website, Imagery Data, API or the Services. All other rights are expressly reserved by Arlula.

7.3   Arlula retains all rights, title and interest in and to the Website, API and all related Services. Nothing you do on or in relation to the Website will transfer any:

(a)  business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

(b)  a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

(c)  a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

7.4.   You may not, without the prior written permission of Arlula and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services, API, or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

8.   Privacy

8.1.   Arlula takes your privacy seriously and any information provided through your use of the Website, API and/or Services are subject to Arlula’s Privacy Policy, which is available on the Website.

9.   General Disclaimer

9.1.   Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

9.2.   Subject to this clause, and to the extent permitted by law:

(a)  all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(b)  Arlula will not be liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

9.3   Use of the Website, API and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Arlula make any express or implied representation or warranty about the API, Services or any products or Services (including the products or Services of Arlula) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(a)  failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b)  the accuracy, suitability or currency of any information on the Website, API, the Services, or any of its Services related products (including third party material);

(c) costs incurred as a result of you using the Website, API, the Services or any of the products of Arlula; and

(d) the Services or operation in respect to links which are provided for your convenience.

9.4 .  Sections and headings used in these Terms are included for convenience and do not limit or otherwise affect these Terms.

10.   Limitation of liability

10.1.   Arlula’s total liability arising out of or in connection with the Services, API, or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

10.2.   You expressly understand and agree that Arlula, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

10.3   You expressly understand and agree that Arlula is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party supplier through the API. Complaints, claims, or questions regarding third party products must be directed to appropriate the third party.

10.3   You expressly understand and agree that Arlula is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party suppliers or Websites. Complaints, claims, or questions regarding third party products must be directed to appropriate the third party.

11.   Termination of Contract

11.1.   The Terms will continue to apply until terminated by either you or by Arlula as set out below.

11.2.   If you want to terminate the Terms, you may do so by:

(a)  not renewing any Subscription prior to the end of the Subscription Period;

(b)  providing Arlula with 7 days written notice of your intention to terminate your accounts for all Services used.

11.3   Arlula may at any time, terminate the Terms with you if:

(a)  you do not renew the Subscription at the end of the Subscription Period;

(b)  you have breached any provision of the Terms or intend to breach any provision;

(c)  Arlula is required to do so by law;

(d)  the provision of the Services to you by Arlula is, in the opinion of Arlula, no longer commercially viable.

11.4   Subject to local applicable laws, Arlula reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Arlula’s name or reputation or violates the rights of those of another party.

12.   Indemnity

12.1.   You agree to indemnify Arlula its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(a)  all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;

(b)  any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

(c)  any breach of the Terms.

13.   Dispute Resolution

13.1.   Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

13.2.   Notice:

A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

13.3.   Resolution:

On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:

(a)  Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b)  If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association, Sydney, or his or her nominee;

(c)  The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(d)  The mediation will be held in Sydney, NSW, Australia.

13.4.   Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

13.5.   Termination of Mediation:

If 14 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

14.   Venue and Jurisdiction

In the event of any dispute arising out of or in relation to the Website, API or Services, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

15.   Governing Law

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

16.   Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

17.   Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

18.   Contact Information

If you do not understand any of the Terms of this Agreement, please contact us before using the Services. Any questions about the Terms should be sent to us via email or the Website contact form.

Effective: 1 September 2019