READ THIS DOCUMENT IN FULL – IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF:
- CLAUSE 10 (WARRANTIES)
- CLAUSE 12.4 (INTELLECTUAL PROPERTY INDEMNITY – EXCLUSIVE REMEDY)
- CLAUSE 15 (LIMITATION OF LIABILITY)
Spire Global, Inc (“Spire”) is a company registered in the State of Delaware in the United States of America and our main office is at 251 Rhode Island Street, Suite 204, San Francisco California 94103, United States of America. Spire operates the website data.spire.com.
To contact Spire, email its customer service team at [email protected] .
About these Terms & Conditions
These Spire Online Data Terms & Conditions (these “Terms & Conditions“) cover the use of and access to the Data ordered by a customer of Spire (“Customer”) through data.spire.com or any other website operated by Spire (the “Website”).
These Terms & Conditions and an Order (as defined below) together form a binding contract between Customer and Spire (the “Agreement”).
1. These Terms & Conditions
1.1. These Terms & Conditions are effective on the earlier of when Customer:
(a) first clicks “I agree” (or similar button or checkbox); or
(b) uses or accesses the Data.
1.2. These Terms & Conditions and the Agreement are made only in the English language.
1.3. If a person is accepting these Terms & Conditions on behalf of Customer, that person represents and warrants that:
(a) they have full legal authority to bind Customer to these Terms & Conditions;
(b) they have read and understand these Terms & Conditions; and
(c) they agree to these Terms & Conditions on behalf of Customer.
2. Placing an Order
2.1. Customer may only submit an Order using the method set out on the Website.
2.2. Each Order is an offer by Customer to procure access to the Data specified in the Order subject to these Terms & Conditions.
2.3. Spire order process allows Customer to check and amend any errors before submitting its order to Spire. Customer is responsible for ensuring that its Order is complete and accurate.
2.4. After Customer places an Order, it will receive an email from Spire acknowledging that Spire have received it. This email does not mean Spire has accepted the Order.
2.5. Spire’s acceptance of the Order takes place when Spire sends an email to Customer accepting it (the “Order Confirmation”), at which point and on which date the Agreement between Spire and Customer shall come into existence. The Agreement shall relate only to the Data confirmed in the Order Confirmation.
2.6 If Spire is unable to supply Customer with access to the Data for any reason, Spire shall inform Customer of this by email and Spire shall not process the Order. If Customer has already paid for access to the Data, Spire shall refund Customer the full amount.
3.1. Subject to Clause 3.2, Customer may cancel the Agreement and receive a refund, if it notifies Spire within 14 days of Customer’s receipt of the Order Confirmation.
3.2. Customer cannot cancel the Agreement once it has accessed the Data, even if the 14-day period is still running.
3.3. To cancel the Agreement, Customer must complete the cancellation form on the Website. A link to the website cancellation form on the Website will be included in the Order Confirmation. Spire will email Customer to confirm it has received Customer’s cancellation.
3.4. If Customer cancels the Agreement, Spire shall refund Customer the Fees in full, by the method Customer used for payment.
4. Incorrect Pricing
4.1. It is always possible that, despite Spire’s reasonable efforts, some of the Data on the Website may be incorrectly priced. Where the correct price for the Data is less than the price stated on the Website, Spire will charge the lower amount.
4.2. If the correct price for the Data is higher than the price stated on the Website, Spire shall contact Customer as soon as possible to inform Customer and Spire shall give Customer the option of continuing to purchase the Data at the correct price or cancelling the Order. Spire shall not process the Order until it has Customer’s instructions.
4.3. If Spire is unable to contact Customer using the contact details provided in the Order, Spire shall treat the Order as cancelled and notify Customer in writing.
4.4 if Spire mistakenly accepts and processes an Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by Customer as a mispricing, Spire may cancel the provision of the Data and refund Customer any sums paid.
5.1. Spire shall provide access to the Data. Spire grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to:
(a) access and view the Data; and
(b) use the Data:
(i) for Internal Use; and
(ii) to create Derivative Works (and to provide such Derivative Works to third parties).
5.2. Customer shall access and use the Data only in connection with its trade, business, craft, or profession.
5.3. The licence granted by Spire in Clause 5.1 shall be:
(a) for up to the greater of:
(i) 5 Internal Users; or
(ii) the number of Internal Users permitted in the Order; and
(b) otherwise subject to the terms of the Agreement.
5.4. Customer shall not:
(a) exceed the maximum number of permitted Internal Users permitted in the Order;
(b) use the Data for any unlawful use or any use not permitted by the Agreement;
(c) allow any of its Affiliates to use the Data unless permitted in the Order;
(d) Distribute the Data;
(e) use the Data in connection with building a competitive service to the Data;
(f) remove or alter any notice or any notice of Spire’s Intellectual Property Rights included as part of the Data;
(g) disassemble, translate, reverse engineer or otherwise decompile the Data including any source code, underlying ideas, algorithms, file formats or non-public APIs, except to the extent expressly permitted by applicable law (and then only upon advance notice to Spire); or
(h) directly or indirectly impair or dispute the ownership of any part of the Data.
5.5. If any unauthorised use is made of the Data (including if Customer exceeds any limits on the number of Internal Users) and such unauthorised use is attributable to Customer, then (in addition to Spire’s other rights) Customer shall immediately pay Spire an amount equal to the Fees that Spire would have charged for such use together with interest at the Interest Rate.
6.1. Customer shall pay the Fees prior to Spire providing access to the Data.
6.2. In the event the Fees are paid through the Website with a debit card or credit card at the time of placing the Order, Spire shall send Customer an electronic invoice with the Order Confirmation.
6.3. In the event the Fees are to be paid by bank transfer:
(a) Spire shall invoice Customer for the Fees in accordance with the Order; and
(b) Customer shall pay the invoices in accordance with the payment terms specified in the Order.
6.4. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding of any kind.
6.5 Any amounts due by Customer to Spire that are not paid by the applicable due date shall accrue late interest at the Interest Rate.
6.6 The Fees exclude all Taxes, which will be charged separately to Customer. Customer shall pay to Spire such additional amounts as are necessary to ensure receipt by Spire of the full amount of the Fees.
7.1. Spire reserves the right to employ security measures to monitor usage of the Data to ensure Customer’s compliance with the Agreement so long as the security measures are not prohibited by law. Any attempt to circumvent such access restrictions or Spire’s security measures will be considered a material breach of the Agreement.
7.2 Spire may issue to Customer one or more passwords for access to the Data (“Credentials”), which Customer acknowledges is only for Customer’s and its Internal Users’ use and may not be shared with anyone else.
7.3 Customer shall be responsible for maintaining the confidentiality of its Credentials and is responsible for all activities that occur under its account, including all actions by Internal Users.
7.4 Customer must notify Spire immediately of any unauthorised use of the Data and/or the Credentials.
8. Audit and Users
8.1 Upon reasonable notice by Spire to Customer, and not more than twice annually (unless Spire has evidence that Customer is in breach of the Agreement), during the term of the Agreement and 1 year thereafter, Spire may audit relevant records (e.g. records related to Customer’s use of the Data) at Customer’s location during normal business hours to enable Spire to ensure Customer’s compliance with the Agreement.
9. Customer Feedback
9.1 If Customer (or any of its Internal Users or employees) provides to Spire any comments, questions, suggestions, recommendations or feedback in relation to the Data, including in relation to new features or functionality (“Feedback“), Spire is free to use such Feedback without any obligation or liability to Customer, as long as such Feedback does not include Customer’s Confidential Information.
10.1 Spire warrants that it has the right to license the receipt and use of the Data as specified in the Agreement.
10.2 Except as expressly stated in the Agreement:
(a) the Data is provided on an “as is” and “as available basis”; and
(b) all warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.
10.3 Spire does not make any warranty in relation to:
(a) the merchantability and fitness for a particular purpose of the Data;
(b) the accuracy, reliability, quality or completeness of the Data;
(c) the success of Customer in obtaining any particular outcome with the Data; or
(d) the past, present or future value of the Data.
10.4 Customer acknowledges and agrees that it shall rely on the Data at its sole risk.
11. Intellectual Property
11.1 As between Customer and Spire and subject to the limited rights expressly granted in Clause 5 (Data), Spire reserves all rights (including all Intellectual Property Rights), title and interest in and to the Data.
11.2 For the avoidance of doubt, no Data is “sold” in connection with the Agreement and the title to the Data does not pass or transfer to Customer. All references to the terms “sale” and the like made in or in connection with the Agreement and the Data shall refer to the limited rights expressly granted in the Agreement and not to an actual sale or transfer or title.
11.3 As between Customer and Spire, Customer reserves all rights (including all Intellectual Property Rights), title and interest in and to the Derivative Works created by the Customer.
12. Intellectual Property Indemnity
12.1 Spire shall indemnify Customer and Customer’s Representatives against all losses, damage, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature (including legal fees) arising from any Infringement Claim.
12.2 Without limiting Customer’s rights under Clause 12.1, Spire may, in the event of an Infringement Claim:
(a) purchase any license necessary to permit Customer to continue using the Data;
(b) modify or replace the Data with substantially equivalent non-infringing Data; or
(c) terminate the Agreement immediately and reimburse Customer for any Fees paid in advance for the Data that will not be provided due to such termination.
12.3 Spire will have no obligation under this Clause or otherwise with respect to any Infringement Claim to the extent it is based upon:
(a) any use of the Data not in accordance with the Agreement,
(b) any use of the Data in combination with other products, equipment, software or data not provided by Spire, or
(c) any modification of the Data by any person other than with the express authority of Spire.
12.4 This Clause states Spire’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any Infringement Claims.
13. Customer Indemnity
13.1 Customer shall indemnify Spire and Spire’s Representatives against all losses, damage, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature (including legal fees) arising from any claim:
(a) against Spire or Spire’s Representatives by Customer’s Affiliates, Internal Users, customers or Representatives arising out of or in connection with the Agreement; or
(b) by a third-party arising out of or in connection with:
(i) any breach of the Agreement by Customer;
(ii) any fraud, gross negligence or wilful misconduct by Customer; or
(iii) any unauthorized or unlawful use of the Data by Customer, its Affiliates or Internal Users.
14. Indemnification Procedure
14.1 In order for any claim to be indemnified under the Agreement, the Party seeking indemnification shall provide to the indemnifying Party:
(a) written notice to the indemnifying Party as soon as reasonably practical;
(b) the exclusive defence and control of such claim and its settlement; and
(c) reasonable cooperation with the indemnifying Party, at the indemnifying Party’s expense.
15. Limitation of Liability
15.1 This Clause 15 is applicable to every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
15.2 Subject to Clause 15.4, a Party’s (and its Representatives’) total aggregate liability in respect of all breaches of duty occurring and any other liabilities arising (including from the indemnities in Clauses 12 and 13) shall limited to the Fees paid or payable by Customer to Spire for the Data.
15.3 Subject to Clause 15.4, a Party (and its Representatives’) shall have no liability for:
(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) any loss or corruption (whether direct or indirect) of data or information;
(c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
(d) any loss or liability (whether direct or indirect) under or in relation to any other contract; or
(e) any special, indirect, incidental, exemplary, consequential or punitive damages.
15.4 Neither Party excludes or limits liability to the other Party for:
(a) the payment of the Fees together with any interest due to late payment;
(b) any breach of or liability arising due to Clauses 5 (Data), 7 (Security), 8 (Audit and Users) or 16 (Confidentiality);
(c) deliberate default or wilful misconduct;
(d) fraud or fraudulent misrepresentation;
(e) death or personal injury caused by negligence; or
(f) any matter in respect of which it would be unlawful for the Parties to exclude liability.
16.1 The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential.
16.2 The Receiving Party agrees to:
(a) protect the Disclosing Party’s Confidential Information using the same precautions that it uses to protect its own Confidential Information of similar nature, but in any event no less than reasonable precautions;
(b) refrain from using the Disclosing Party’s Confidential Information, except as necessary for the exercise of its rights and performance of its obligations under the Agreement (the “Permitted Purpose”); and
(c) disclose the Confidential Information only to its Representatives who need to know the Confidential Information for the Permitted Purpose provided that it informs those Representatives of the confidential nature of the Confidential Information before disclosure. The Receiving Party shall at all times be responsible for the Representatives’ compliance with the confidentiality obligations set out in this Clause 16.
16.3 Confidential Information shall not include information that:
(a) is already in the public domain through no fault of the Receiving Party;
(b) is independently discovered or created by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or
(c) is otherwise made known to the Receiving Party through no wrongful conduct of the Receiving Party or the entity providing the information to the Receiving Party.
16.4 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
16.5 The confidentiality obligations of this Clause shall survive the expiration or termination of this Agreement for a period of 5 years.
15.1 In the event that Customer is in material breach of this Agreement or any other agreement with Spire, Spire shall have the right to suspend immediately access to the Data until Customer cures such breach.
17.1. Spire may terminate the Agreement in the following circumstances:
(a) Immediately if Customer fails to pay any amount due under the Agreement on the due date for payment;
(b) immediately if Customer breaches Clauses 5 (Data) or 7 (Security) of the Agreement;
(c) immediately if Customer is in breach of any clause relating to the security or use of any data provided by Spire pursuant to any other agreement between the Parties;
(d) upon a material breach of the Agreement by Customer and failure of Customer to cure that material breach within 30 days of delivery of a notice of such material breach by the Party seeking to terminate; or
(e) immediately if Customer becomes the subject of a voluntary petition in bankruptcy, an involuntary petition in bankruptcy that is not dismissed within 90 days, or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
18. Effect of Termination
18.1 Immediately upon termination, Customer shall:
(a) cease using the Data; and
(b) promptly destroy the Data in its possession or the possession of its Internal Users or agents. It is acknowledged that the Data may persist on archival or backup systems for a period of time in accordance with Customer’s standard data retention policies but that the Data will not be used following termination.
19. Compliance with Laws
19.1. The ability of each of the Parties to perform its obligations under the Agreement is subject to all applicable laws.
19.2. Each Party shall at all times comply with all laws applicable to the Agreement, including any laws relating to the export of the Data.
20. Entire Agreement
20.1. The Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
20.2. No terms or conditions stated in a purchase order or other order documentation of Customer submitted to Spire shall be incorporated into or form any part of the Agreement. All such terms and conditions shall be null and void.
20.3. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Agreement.
20.4. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
20.5. Nothing in this Clause shall exclude or limit a Party’s liability for fraud.
21. Third Party Beneficiaries
20.1. Except as set forth in this Clause, the Parties do not confer any rights or remedies upon any person other than the parties to the Agreement and their respective successors and permitted assigns.
21.2. The Parties designate:
(a) Customer Representatives as third-party beneficiaries of the Agreement having the right to enforce Clause 12;
(b) Spire Representatives as third-party beneficiaries of the Agreement having the right to enforce Clause 13; and
(c) Spire’s Affiliates as third-party beneficiaries of and having the right to enforce the Agreement.
21.3. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.
22. Governing Law & Courts
22.1. The Agreement and any Dispute shall be governed in all respects by the laws of England.
22.2. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any Dispute.
23.1. Notices. All notices between the Parties must be in writing and shall be deemed given on the day they are received by a Party either by personal delivery, courier or registered post to the address for the Party specified in the Order or to such other address as the Party designates by written notice to the other Party.
23.2. Publicity. Spire may identify Customer as a customer in press releases, sales and advertising and informational materials for conferences, congresses and exhibitions/shows and on Spire’s website until such time as Customer expressly requests in writing that Spire cease such activities.
23.3. Force Majeure. Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from circumstances beyond its reasonable control (including the failure beyond Spire’s reasonable control of a Third-Party Data Provider to supply Spire with any data provided as part of the Data). In such circumstances, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 90 days, the Party not affected may terminate the Agreement by giving 30 days’ written notice to the affected Party.
23.4. Amendment. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by the Parties.
23.5. Priority. To the extent of any conflict or inconsistency between these Terms & Conditions, and the Order, the terms of these Terms & Conditions shall prevail.
23.6. Relationship of the Parties. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute a Party the agent of the other Party, or authorise a Party to make or enter into any commitments for or on behalf of the other Party
23.7. Subcontracting. Spire may subcontract any of its obligations to subcontractors of its choosing.
23.8. Assignment. Neither Party may assign any of its rights or obligations under the Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).
24.1 Any words following the terms “including”, “include” or any similar phrase shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
24.2 The following definitions apply in the Agreement:
“Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the applicable Party. “Control” for purposes of this definition, means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise.
“API” means an Application Programming Interface.
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party’s Representatives in connection with the Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure. For the purposes of the Agreement, Spire’s Confidential Information includes the Data.
“Data” means (a) the data provided by Spire to Customer as specified in the Order; (b) any Manipulated Data; and (c) anything provided by Spire and accessible by Customer for the delivery or analysis of that data including algorithms, the API, software, and web interfaces.
“Derivative Works” means the Data manipulated to such a degree that (a) cannot be reverse-engineered such that the Data is able substantially to be extracted; and (b) is not capable of use substantially as a substitute for the Data.
“Disclosing Party” means the Party disclosing the Confidential Information.
“Distribute” means to make the Data accessible to any third-party by any means including by re-selling, sub-licensing or transferring the Data or the provision of access through an API, website, or database populated with the Data (but excluding making the Data accessible through Derivative Works).
“Fees” means the fees for the Data specified in the Order.
“Infringement Claim” means any claim by a third-party against Customer alleging that the Data infringes any Intellectual Property Right of that third-party.
“Intellectual Property Rights” means all patent rights, copyrights, trademark rights, rights in trade secrets, design rights, database rights, domain name rights, moral rights, rights in the Data arising under the law of confidentiality and any other intellectual property rights (registered or unregistered) throughout the world.
“Interest Rate” means the rate of 8% per annum.
“Internal Use” means the use of the Data by or on behalf of Customer only for Customer’s internal business purposes and not directly for any revenue generating purposes.
“Internal User” means employees and contractors of Customer who are required to access the Data solely for the purposes permitted under the Agreement.
“Manipulated Data” means any of the data provided by Spire to Customer as specified in the Order that has been combined or aggregated (wholly or in part) with other data or information or otherwise adapted, reformatted or manipulated but not to the extent it becomes a Derivative Work.
“Order” means Order for the provision by Spire of access to the Data submitted through the Website.
“Parties” means Spire and Customer collectively and “Party” means one of them individually.
“Receiving Party” means the Party receiving the Confidential Information.
“Representatives” means in relation to a Party: (a) its Affiliates; and (b) its and its Affiliates’ officers, directors, agents, partners, andemployees. Spire’s Representatives shall also include any Third-Party Data Providers.
“Taxes” means all taxes (including stamp, withholding, sales, value-added and turnover taxes), duties, fees, charges, tariffs and assessments of any nature levied by any national, state, provincial or local governmental authority, other than taxes on Spire’s net income.
“Third-Party Data Provider” means a third-party whose data, information, software or other material is supplied as part of the Data.