Arlula Terms of Service
1.1 Welcome to www.arlula.com (the ‘Website’). The Arlula Platform Service encompasses the Website (including subdomains), associated infrastructure, Graphic User Interface (‘GUI’), User Account management dashboard (‘Dashboard’), and any Application Programming Interface (‘API’ or ‘APIs’) that allows you to search, preview, access, download or purchase satellite imagery products. “You” or “Your” means you personally (i.e. the individual who reads and agrees to be bound by the Terms) and, if you act on behalf of a legal entity (as an employee for example), collectively, you and such entity.
1.2 The Arlula Platform Service provides access to satellite imagery products (the ‘Imagery Product’) which is provided by third party satellite imagery suppliers (‘Suppliers’).
1.3 The Website (and subdomains) is operated by Arlula PTY. LTD (‘Arlula’), (ACN 624 498 344). Access to and use of the Website, or any of its associated Platform Service, is provided by Arlula. Please read these terms of service (the ‘Terms’) carefully. By registering with, creating an account, using, browsing and/or reading the Website (including subdomains), Platform Service or any related services, 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, Platform Service or associated 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, Platform Service or related services after amendments to Terms have been published constitutes acceptance of the amendments.
- Acceptance of the Terms
You accept the Terms by remaining on the Website, Platform Service or related services. 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.
You may not access or use any Arlula Platform Service or associated services unless you agree to abide by all of the Terms outlined in this Agreement.
- Registration to use the Services
3.1 In order to access the Platform Service, you must first register for an account through the Website (the ‘Account’ or ‘User Account’).
3.2 As part of the registration process, or as part of your continued use of the Platform Service, you may be required to provide personal information about yourself (such as identification or contact details), including:
(a) Email address,
(b) User 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 Platform Service (the ‘Member’, ‘User’, ‘You’ or ‘Your’) and agree to be bound by the Terms.
3.5 You may not use the Platform Service 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 Platform Service under the laws of Australia or other countries including the country in which you are resident or from which you use the Platform Service.
- Your obligations as a Member
4.1 As a Member, User, or Account Holder you agree to comply with the following:
(a) you will use the Platform Service 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 Platform Service;
(e) you will not use the Platform Service 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 Platform Service 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 Platform Service. 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 Platform Service is prohibited.
5.1 Arlula Members may be given the option to purchase Imagery Products via the Arlula Platform Service or bespoke ordering services.
5.2 Imagery Products are offered to the Member as a Licensee of said product, on the condition that the End User Licence Agreement (‘EULA’) terms are agreed and accepted. A supplier or usage specific EULA will be provided to the user via web link or attachment during the ordering process, dependant on the specific Arlula service they are utilising. By paying and/or completing an imagery product order, the Licensee will be deemed to have accepted and be bound by the terms of the EULA.
5.3 You authorise Arlula to access supplier portals, marketplaces, platforms on behalf of You for the purpose of ordering and supplying products to You.
6.1 Where the option is given to you, you may make payment for the Imagery Product by way of Credit Card, or account Credits if they have been applied to your account previously.
6.2 Credit Card payments made in the course of your use of the Platform Service are made using third party service Stripe. In using the Website, Platform Service, associated services or when making any payment in relation to your use of the Website, Platform Service, associated 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.
6.3 You acknowledge and agree that where a request for the payment of the Imagery Product 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 Product purchase/order.
6.4 You agree and acknowledge that Imagery Product costs can be varied at any time.
7.1 Member’s have the ability to pre-purchase or load their Arlula account with credits that can be used to purchase Imagery Products (‘Credits’).
7.2 Arlula account Credits are offered with the following conditions:
(a) Credits are representative of USD,
(b) The Credit Credits are valid for 12 months.
(c) Credits are non-refundable,
(d) Credits can take up to 24 hours after payment clears to be applied to your account.
7.3 The Member will be displayed the total amount owed for an imagery purchase. Upon confirming the purchase, the total imagery cost will be deducted from the current account Credit total.
7.4 The remaining unspent Credit amount will be provided to the Member.
7.5 Credits can be loaded onto the user account at any time.
7.5 If an Imagery Product purchased using Credits is eligible for a refund pursuant to Refund Policy clause 8 of these Terms, the refunded amount will be added to the account Credit total and is not transferable.
- Order delivery and storage
8.1 Delivery of imagery product order shall be deemed to be completed upon Arlula’s notice to the customer that their order is ready and available to download.
8.2 The customer acknowledges that Imagery Products may/will be hosted via Arlula’s cloud infrastructure for the purposes of delivering ordered imagery products to the customer.
8.3 Imagery Product ordered through Arlula will be stored on Arlula cloud infrastructure for a period of twenty (20) calendar days, calculated from the date of product delivery by the supplier (Availability Period). Arlula provides Members a longer Availability Period than its Suppliers as a courtesy, and accepts no responsibility for any loss or damage caused by the reduction of the free Availability period.
8.4 The Availability Period of imagery products is offered as a free service and may be altered at a later date after providing advanced written notice to customers.
- Refund Policy
9.1 Arlula will only provide a refund of the Imagery Product purchase in the following instances:
(a) The Supplier rejects or is unable to fulfil an order,
(b) The image file is not delivered within thirty (30) calendar days, or
(c) If the manager of Arlula makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances.
- Termination of Arlula Account
10.1 A Member may terminate their free Arlula account without cause. Arlula may also terminate a Members’s free account without cause, but we will provide the Customer with thirty (7) days prior written notice.
10.2 A Member may terminate their commercial Arlula account without cause, however any remaining unused Credits are non-refundable and non-transferable.
- Free services
The Member acknowledges that while Arlula currently provides some features and services for free, Arlula reserves the right to change the extent and nature of these free services in the future, or begin charging a fee for these services after providing advanced written notice.
- Copyright and Intellectual Property
12.1 The Website, the API, 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.
12.2 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 licence whilst you are a Member to:
(a) use the Website, Platform Service or associated services 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 Product, API, Platform Service or associated services. All other rights are expressly reserved by Arlula or the relevant third party rights holder.
12.3 Arlula retains all rights, title and interest in and to the Website, Platform Service or associated services. Nothing you do on or in relation to the Website, Platform Service or associated services 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.
12.4 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 Website, Platform Service, associated services or third party services for any purpose, unless otherwise provided by these Terms.
- General Disclaimer
14.1 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.
14.2 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 Platform Service, associated services or these Terms (including as a result of not being able to use or the late supply of the Platform Service or associated services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
13.3 Use of the Website, Platform Service and associated services is at your own risk. Everything on the Website, Platform Service and associated 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 Website, Platform Service, associated services or Imagery Products (including the products or services of Arlula) referred to on the Website or Platform Service. 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, Platform Service, Imagery Product, or any associated service related products (including third party material);
(c) costs incurred as a result of you using the Website, Platform Service and associated services or any of the products of Arlula; and
(d) the Services or operation in respect to links which are provided for your convenience.
14.4 Sections and headings used in these Terms are included for convenience and do not limit or otherwise affect these Terms.
- Limitation of liability
15.1 Arlula’s total liability arising out of or in connection with the Website, Platform Service, Imagery Products, associated services 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.
15.2 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.
15.3 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 Website or Platform Service. Complaints, claims, or questions regarding third party products must be directed to the appropriate third party.
15.4 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 through the Website or Platform Service. Complaints, claims, or questions regarding third party products must be directed to the appropriate third party.
- Termination of Contract by You
16.1 The Terms will continue to apply until terminated by either you as set out in this clause, or by Arlula as set out in clause 18..
16.2 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 business days written notice of your intention to terminate your Account for all services used.
- Suspension of Platform Service
17.1 Arlula reserves the right to suspend the Platform Service in whole or in part without prior notice in the following circumstance:
(a) Maintenance and update on the computer systems for the Platform Service;
(b) Difficulty in providing the Platform Service caused by the force majeure such as an earthquake, lightning strike, fire, power outage, network disruption, or natural disaster;
(c) Errors on computer system or telecommunication facilities caused by the unexpected accidents;
(d) Any other circumstance Arlula deems that it is difficult to provide the Service.
17.2 Arlula shall not be held liable for any loss or damage incurred by the Member or associated third parties due to the suspension or discontinuance of the Platform Service.
- Restrictions of Use and Cancellation of Account
18.1 Subject to local applicable laws, Arlula reserves the right to restrict, discontinue or cancel your Account or membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website, Platform Service or associated services without notice in the following instances:
(a) You have breached any provision of the Terms or intend to breach any provision;
(b) Any of your registration Information is found to be false;
(c) You are unable to pay fee on due date;
(d) You have not responded to inquiries from Arlula requiring a response for twenty (20) days or more;
(e) You do not not used the Service for 12 months or more;
(f) You do not renew the Subscription at the end of the Subscription Period;
(g) Arlula is required to do so by law;
(h) The provision of the Services to you by Arlula is, in the opinion of Arlula, no longer commercially viable;
(i) Your conduct impacts Arlula’s name or reputation or violates the rights of those of another party;
(j) Your usage of the Arlula Platform or related services is in a manner that causes congestion of Arlula infrastructure;
(k) Any other matters Arlula deem it is inappropriate to provide the Platform Service to the User.
18.2 Arlula shall not be held liable for any loss or damage incurred by Platform Service User or associated third parties due to the restriction or cancellation/deletion set forth in the preceding paragraph.
19.1 You agree to defend, indemnify, and hold harmless Arlula, its affiliates, contributors, third party product or content providers and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third party claim concerning:
(a) Your or any End Users’ use of the Platform Services, related services or Imagery Products (including any activities under Your account and use by Your employees and personnel);
(b) breach of this Agreement or violation of applicable law by You or Your Content;
(c) 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;
(d) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out Arula’s acquisition of Supplier Imagery Products on your behalf;
(e) breach of Supplier Terms or EULA;
(f) a dispute between You and any Supplier; or
(g) a dispute between You and any End User.
19.2 You or Your End User agree to be bound by Supplier licence terms (or EULA) provided during Imagery Product ordering and indemnify Arlula for any breach of these terms.
19.3 You agree to reimburse Arlula for reasonable attorneys’ fees, as well as Arlula employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in this Section above at Arlula then-current hourly rates.
- Dispute Resolution
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).
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.
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.
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.
20.5 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.
- Venue and Jurisdiction
In the event of any dispute arising out of or in relation to the Website, Platform Service or associated services, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
- 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.
- Compliance and Export Control
You hereby expressly recognise and accept that governmental authorities may, in particular pursuant to applicable export and space law and regulation, limit the conditions of acquisition, distribution and delivery of Imagery Products which may be subject to prior authorisation. You shall comply, and cause any End User or associated party to comply with any rule or restriction related hereto. In connection with the Terms of this Agreement, you shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations.
You are solely responsible for compliance related to the manner in which you choose to use the Platform Service, including your acquisition of Imagery Products and the provision of Imagery Products to End Users or associated parties. You are advised that the Imagery Products available on the Platform Service may be subject to government export regulations.
You agree that no Imagery Product or service will be exported from the territory where payment is received for the Imagery Product or service without obtaining the prior written approval of all regulatory authorities.
You represent and warrant that you, your contractors, and your financial beneficiaries, or any party that owns or controls you or your financial beneficiaries, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the Australian Government, the U.S. Government, the European Union or its Member States, or other applicable government authorities.
- 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.
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.
- Contact Information
Last update: 11 July 2022