Last Updated: March 16, 2022

This End User License Agreement (“EULA”) is a legal agreement between you, both as an individual and on behalf of your business, organization or entity (collectively, “you”), and The Allen Institute for Artificial Intelligence (“AI2”). This EULA governs your use of AI2’s Skylight™ platform, website and all products and services that AI2 provides or makes available in connection therewith (collectively, “Skylight Services”). The definition of Skylight Services includes, without limitation, (a) all software, applications, and APIs (collectively, “Software”) and (b) all Skylight Content that AI2 makes available to Skylight™ users, whether via the Skylight™ platform or through other means. “Skylight Content” means all content, data, images, maps, media, reports, documentation, and materials that are accessed, transmitted, or made available via the Skylight™ platform and website. Some Skylight Content may be subject to additional third party terms and conditions (“Third Party Terms”).

By registering for, accessing or using Skylight Services, you hereby accept and agree (and bind your business, organization or entity) to be legally bound and governed by the terms and conditions set forth in (a) this EULA, (b) Third Party Terms, (c) a mutually signed Skylight Agreement (also referred to as the Skylight Early Adopter Agreement, or other such mutually signed agreement between you and AI2) (“Customer Agreement”), if any, and (d) any other user policies, documentation or guides that AI2 may provide or make available in connection with the Skylight Services, all of which are hereby incorporated by reference and made part of this EULA (collectively, the “Agreement”). To the extent there are any conflicting terms between this EULA and the Customer Agreement, the Customer Agreement will govern so long as the Customer Agreement remains in effect. You also consent and agree to AI2’s privacy policies and practices described in the Skylight Privacy Policy (“Privacy Policy”). IF YOU DO NOT AGREE TO ANY TERM OR PROVISION IN THE AGREEMENT OR DO NOT CONSENT TO THE PRIVACY POLICY, YOU MUST IMMEDIATELY DISCONTINUE ALL USE OF THE SKYLIGHT SERVICES AS YOUR SOLE AND EXCLUSIVE REMEDY.

1. Account Registration. You must register with an account to access the Skylight Services, which gives you access to the user dashboard (“User Account”). You represent and warrant that: (i) all information you provide in connection with your User Account is truthful and accurate, (ii) you meet the legal age to consent in the jurisdiction you are located, and (ii) you have the legal right, authority, and capacity to enter into the Agreement (both as an individual and on behalf of your business, entity, or organization) in accordance with applicable laws. You may not share your User Account or associated credentials with any other individual. AI2 reserves the right to approve, reject, revoke, suspend, reinstate, or terminate your User Account in its sole discretion.
2. Access and Use. Subject to the terms and conditions of the Agreement, you may access and use the Skylight Services until the end of the term specified in a Customer Agreement (“Term”). If you do not have a Customer Agreement, then your use of the Skylight Services is “at will” and may be terminated by AI2 at any time for any reason in AI2’s sole and absolute discretion, and the Term will be until you cease use of the Skylight Services or AI2 terminates your access. Upon expiration of the Term or earlier termination of the Customer Agreement or this EULA, your User Account will be terminated and you may no longer access or use the Skylight Services. In the event of any termination, all terms and provisions in this EULA that are intended to survive termination will survive.
3. Features. You acknowledge and agree that the version of the Skylight Services you are using is subject to change and therefore any user functions or service features of or within the Skylight Services (“Features”) are subject to change without notice or liability to you. AI2 in its sole discretion may add, remove, change, update, upgrade, modify, suspend, discontinue, or terminate any Features from time to time, and will have no obligation to make any Features available to you unless expressly provided in a Customer Agreement. If AI2 offers or makes any new Features available to you during the Term, you agree that you may be subject to additional fees or terms and conditions to access or use such Features. You acknowledge and agree that to access or use certain Features, you must enable AI2 to send you alerts, notifications or communications via email, SMS, or other messaging services (“Alerts”). If you download or install any Software to receive Alerts, or otherwise opt-in, subscribe, or enable AI2 to send you Alerts through the Skylight Services, you hereby consent to receive Alerts through the method or modes of contact associated with your User Account or that you otherwise provide to AI2 to receive Alerts.
4. Ownership. AI2 or its licensors own and retain all right, title, and interest in and to the Skylight Services, including all intellectual property rights thereof. No ownership interest in any part of the Skylight Services is given to you under this EULA. AI2 reserves all rights not expressly granted in the Agreement. Except as otherwise indicated in a Customer Agreement, you will (a) as part of any report or other documentation developed based on or using the Skylight Services include the following acknowledgement: “Developed based on information or analysis provided by Skylight from The Allen Institute for Artificial Intelligence,” and (b) retain any copyright notices or other proprietary markings on images from the Skylight Services, including but not limited to: © DigitalGlobe, Inc. or © Maxar or © MDA (as indicated in the image), and (c) include on or in association with all images from the Skylight Services: “© The Allen Institute for Artificial Intelligence. All Rights Reserved.”

5. License to Skylight Content. The Software and Skylight Content are licensed, not sold. AI2 has the sole discretion to provide or make available any Software or Skylight Content to you, and may add, remove, change, update, modify, enhance, suspend, discontinue or limit or your access to any Software or Skylight Content at any time. Subject to your compliance with the Agreement, AI2 grants to you a limited, personal, non-exclusive, non-sublicenseable, non-assignable, and non-transferable license solely for you to (1) access and view the Skylight Content via a web connection over the Internet and/or (2) download, install, or otherwise use any Software to access, view, or receive certain Features or Skylight Content, strictly on an internal basis and solely for your business or organizational purposes (“License”).
   

   1. Authorized Users. For clarity, the License permits your authorized end users (“Authorized Users”) to access, download and use any Skylight Services that AI2 makes available via the Software, provided that (i) Authorized Users have agreed to or are otherwise bound by the terms and conditions of this EULA, (ii) Authorized Users comply with all use requirements and restrictions set forth herein, (iii) Authorized Users do not sell, publish, sublicense, distribute, re-distribute, or make available any portion of the Skylight Content to third parties, and (iv) you remain fully liable to AI2 for the acts and omissions of your Authorized Users in connection with their use of the Skylight Services.
   2. Other Terms. You agree to use any Software in accordance with any other written policies, principles, guides and documentation that AI2 may provide or make available to you, as applicable. For example, if you access or use any Skylight APIs, you agree to comply with the Skylight API Policy and any other requirements, terms or updates thereof that AI2 may provide or make available. If you have a Customer Agreement, you may have additional licenses and/or rights specified therein. Except as otherwise set forth in a Customer Agreement, you and your Authorized Users will not use the Software or Skylight Content for any other purpose without obtaining advance written permission from an authorized representative of AI2.
   3. Third Party Software. To the extent that any Software requires integration or use in conjunction with other third party platforms or services (“Third Party Products”), your use may be subject to Third Party Terms and it is solely your responsibility to review and comply with such Third Party Terms. AI2 is not responsible for your use or non-use of any Third Party Products in conjunction with the Software. You hereby consent and agree to AI2’s use of any data or information that may be transmitted, collected or made available to AI2 from the integration or use of the Software with any Third Party Products for the purpose of operating and improving the Skylight Services and providing Skylight Content to you.
   4. Additional Content. AI2 may also offer additional services or content from time to time (such as synthetic-aperture radar imagery) (“Additional Content”), which may or may not require payment of additional fees. Such Additional Content will be deemed Skylight Content and may come with additional or more restrictive terms that will be provided with the Additional Content. All fees are described using ISO 4217:2015 codes, and if no currency code is listed, then all fees and references to money are to United States Dollars (USD).
      
6. Use Restrictions. You will not rent, sell, lease, distribute, lend, market, export, sublease, or grant a sublicense of the License or your User Account to any other individual. You will not (and will not attempt to) reverse engineer, decompile, or disassemble the Skylight Services. You will not publish or disclose Skylight Content to others outside of your business or organization without obtaining advance written permission from AI2. At AI2’s request, you will provide assurances acceptable to AI2 that you are using the Skylight Services consistent with the terms of this Agreement. Upon reasonable notice, AI2 may inspect your records relating to the use of the Skylight Services to ensure that the Skylight Services are being used in accordance with this EULA and the Agreement.

7. Your Responsibilities. You represent and warrant that you and your Authorized Users will not use (and will not encourage, assist, or enable others to use) the Skylight Services in the following ways:
   

   1. For commercial purposes of any kind, including resale, distribution, or development of a competitive product or service, except and to the extent (i) as specifically permitted in a Customer Agreement (if any) or (ii) as approved in advance in writing by an authorized representative of AI2;
   2. Violate AI2’s or any third party’s rights, including any breach of confidentiality, privacy, intellectual property, or proprietary rights;
   3. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Skylight Services;
   4. Remove or modify any copyright, trademark, or other proprietary rights notices that appear on any portion of the Skylight Services or on any Skylight Content;
      
   5. Gain, or attempt to gain, unauthorized access to the Skylight Services, Features, other user accounts, computer systems, or networks connected to the Skylight Services through hacking, phishing, social engineering, or any other means;
   6. Take or attempt to take any action that causes an unreasonable or disproportionate load on the Skylight Services or otherwise make excessive traffic demands of the Skylight Services;
   7. Transmit any computer viruses, worms, exploits, Trojan horses, or other harmful materials in or through the Skylight Services;
   8. Use or attempt to use any device, software, or routine that interferes with the proper working of the Skylight Services, including any security-related features;
      
   9. Use or attempt to use Skylight Services for anything other than its intended purpose as described on the Skylight™ website;
   10. Use or attempt to use any Skylight Content in a manner that violates any Third Party Terms;
       
   11. Use or attempt to use the Skylight Services in areas that are within the jurisdiction of any sanctioned or embargoed country as determined by the Office of Foreign Assets Control (OFAC) or any other U.S. government department or agency. The foregoing restrictions include, without limitation, sharing any Features or Skylight Content with individuals who reside or are located in any sanctioned or embargoed country; OR
       
   12. Violate the terms of the Agreement or any applicable laws. AI2, in its sole discretion, may determine whether you have violated any terms of this EULA. If AI2 determines that you have violated any terms and conditions, AI2 may, in its sole discretion, temporarily or permanently suspend, revoke, terminate, or reinstate your User Account or License at any time without notice or liability.
8. Feedback; Publicity. You acknowledge and agree that your use of the Skylight Services is subject to the Privacy Policy, including any direct or indirect Feedback that you provide. “Feedback” means any solicited or unsolicited comments, suggestions, ideas, feedback, data, analytics, metrics, or information that you transmit, submit, share, or otherwise provide to AI2 in connection with your use of the Skylight Services. AI2 owns all Feedback and may use Feedback for any purpose. You may have additional or different Feedback requirements in your Customer Agreement (if any). You will not provide your confidential information to AI2 as part of Feedback. AI2 may list you as a customer in marketing materials.
9. Indemnification. You agree to indemnify, defend, and hold harmless AI2 and its affiliates, licensors, partners, and related companies, and the officers, directors, employees, agents, and representatives of each (collectively, the “Indemnified Parties”), including all costs, liabilities, and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your use of the Skylight Services, (ii) your violation of any terms or conditions in the Agreement, or (iii) infringement or misappropriation, by you or any party using your User Account, of the Skylight Services, or any intellectual property rights of any person or entity. Indemnified Parties may, at your expense, assume the exclusive defense and control of any matter for which you are required to indemnify and you agree to reasonably cooperate with an Indemnified Party’s defense of these claims. You agree not to settle any such matter or admit liability or fault on behalf of any Indemnified Party without its prior written consent. AI2 will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
10. DISCLAIMER OF WARRANTIES. THE SKYLIGHT SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WITH ALL FAULTS'' AND “AS AVAILABLE” BASIS. AS SUCH, YOUR USE OF THE SKYLIGHT SERVICES IS AT YOUR OWN DISCRETION AND RISK. AI2 MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SKYLIGHT SERVICES OR ITS SAFETY OR SECURITY. ACCORDINGLY, AI2 AND ITS LICENSORS ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SKYLIGHT SERVICES’ INOPERABILITY, UNAVAILABILITY, OR SECURITY VULNERABILITIES, OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE SOFTWARE OR SKYLIGHT CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AI2 (INCLUDING AI2’S AFFILIATES) AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPATIAL, SPECTRAL, ANALYTICAL, AND TEMPORAL ACCURACY CANNOT BE GUARANTEED. AI2 RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY CERTAIN IMAGE CHARACTERISTICS OF THE SKYLIGHT SERVICES INCLUDING, BUT NOT LIMITED TO, WATERMARKING AND DIMENSIONS.
11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT will AI2 (INCLUDING AI2’S AFFILIATES) NOR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, REPUTATIONAL HARM, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SKYLIGHT SERVICES, EVEN IF AI2 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, AI2’S MAXIMUM AGGREGATE LIABILITY TO YOU UNDER ANY PROVISION OF THIS AGREEMENT AND UNDER ANY THEORY OF LIABILITY will NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE SKYLIGHT SERVICES OR USD100, WHICHEVER IS GREATER.
12. Compliance. You agree to comply with all applicable laws in your use of the Skylight Services, including but not limited to, United States laws and regulations and the laws of the country where you are located. You will also comply with the most current AI2 Business Partner Code of Conduct (the “Code of Conduct”).
13. Notices; Amendments. You agree to receive any notices or communications in connection with the Skylight Services through your User Account. AI2 may modify or amend the EULA and Privacy Policy from time to time and will provide notice by updating the “last updated” date on the page. If AI2 makes any material changes to this EULA or Privacy Policy, AI2 may also notify you using the email address associated with your User Account or by posting a notice via the Skylight Services. You acknowledge and agree that your continued use of the Skylight Services following any amendments to this EULA or Privacy Policy constitutes your acceptance of and agreement to the amended terms.

14. Miscellaneous. This Agreement is governed by the laws of the State of Washington, U.S.A. without regard to conflict of law provisions. For any claim brought by either you or AI2, you irrevocably submit to the personal and exclusive jurisdiction in and the exclusive venue of the state and federal courts having jurisdiction in King County, Washington, U.S.A. This Agreement contains the entire agreement between you and AI2 regarding your use of the Skylight Services and supersedes any prior agreements on the subject matter. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of the Agreement is found to be unenforceable or invalid, then only that provision will be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. This Agreement, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you without AI2’ prior written consent but may be assigned or transferred by AI2 without restriction. Any attempted assignment by you will be null and void ab initio. You acknowledge that any actual or threatened breach of this EULA will constitute immediate and irreparable harm to AI2 for which monetary damages would be an inadequate remedy. Therefore, without limiting any other remedy available at law or in equity, upon any such breach or any threat thereof, AI2 will be entitled to injunctive relief against you as remedy for such breach. To the fullest extent not prohibited by applicable law, any action brought for such relief may be brought by AI2 upon ex parte application and without notice or posting of any bond, and you expressly waive any requirement for notice or the posting of any bond. If any action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorney’s fees, court costs, and other collection expenses, in addition to any other relief it may receive. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

15. Government Rights. Pursuant to the applicable Federal Acquisition Regulations (FARs) and Defense FAR Supplement (DFARS), if you are a United States of America government (“Government”) user, then any data or information from the Skylight Services is provided with Limited Rights (as defined in the FARs and DFARs). Pursuant to the Limited Rights Notice (DEC 2007) of FAR 52.227-14, these data are submitted with Limited Rights to Government users and/or related parties. These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of AI2, be used for purposes of manufacture nor disclosed outside the Government.
    
    This notice will be marked on any reproduction of these data, in whole or in part. Pursuant to the Limited Rights markings of DFAR 252.227-7013 at f(3), all data and information from the Skylight Services is provided with Limited Rights from The Allen Institute for Artificial Intelligence, having an address at 2157 North Northlake Way #110, Seattle, WA 98103, potentially under various government contract numbers. The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such data must promptly notify AI2.

16. Contact. For questions related to this Agreement, please send an email to legal@allenai.org.