Imagery Product License

IMPORTANT READ CAREFULLY BEFORE USING ANY OF THE GEOEYE DATA BEING TRANSMITTED HEREWITH OR CONTAINED ON THE ENCLOSED TAPE(S), CD-ROM(S) OR OTHER MEDIA.

1. 	Notice.  GeoEye, Inc., GeoEye Imagery Collection Systems Inc. and/or GeoEye Solutions Inc. (“GeoEye”), hereby license the GeoEye unprocessed sensor data and imagery, imagery services, imagery-derived products and/or imagery support data transmitted herewith or enclosed (collectively, the “GeoEye Data”) to you only on the condition that you accept all of the terms and conditions contained in this end user license (the “License”).  By using any of the GeoEye Data transmitted herewith or contained on the enclosed tape(s), CD-ROM(s) or other media, you agree to be bound by the terms and conditions of this License.  If you do not agree to these terms and conditions, GeoEye will not license the GeoEye Data to you and you should not (i) use the GeoEye Data transmitted herewith; or (ii) open this envelope.  In such case, promptly return the GeoEye Data transmitted herewith or the unopened envelope and its contents to GeoEye located at 21700 Atlantic Boulevard, Dulles, Virginia 20166, U.S.A.

2.	U.S. Government License.  Your rights to use the GeoEye Data granted under this License are expressly made subject to the rights granted to GeoEye by the U.S. Government, and to the obligations and limitations placed on GeoEye pursuant to the Land Remote Sensing Policy Act of 1992, as amended, and the U.S. Department of Commerce regulations promulgated thereunder, with respect to the use and distribution of GeoEye Data sourced from remote sensing satellites. 

3. 	Ownership. This is an end user license agreement and NOT an agreement for sale.  GeoEye and its licensors continue to maintain exclusive ownership of the GeoEye Data and copies of the GeoEye Data provided hereunder or contained in this envelope and all other copies that you are authorized to make by this License and any and all intellectual property rights in and to the GeoEye Data. Your rights to use the GeoEye Data are specified in this License, and GeoEye retains all rights not expressly granted to you by this License.  Nothing in this License constitutes a waiver of GeoEye’s rights under U.S. copyright law or any other federal or state law pertaining to the GeoEye Data and you shall maintain and display GeoEye’s copyright notice on the GeoEye Data that you use. 

4.	Permitted Uses. The end users within the “Customer Groups” defined below are granted a non-transferable, non-exclusive right to use the GeoEye Data as permitted by the license type acquired by the Customer Group.  The license types are set forth below:

Base License: Permits internal use of the GeoEye Data by one to five individuals/entities listed in the Customer Groups Section below.

Workgroup License: Permits internal use of the GeoEye Data by six to ten individuals/entities listed in the Customer Groups Section below.  The same Customer Group may be selected more than once (for example, two separate companies may be selected).

Enterprise License: Permits internal use of GeoEye Data by eleven or more individuals/entities listed in the Customer Groups Section below.  The same Customer Group may be selected more than once (for example, five separate companies may be selected).


Academic License:  Permits the internal use of GeoEye Data by one to five educational organizations, to include all departments.

Customer Groups:
•	One private individual
•	One company or corporation but not subsidiaries
•	One state or provincial agency
•	One Non-Governmental Organization (NGO) or Non-Profit Organization (NPO)
•	One International Agency (such as the United Nations) and the sponsoring host nation
•	One non-U.S. Department/Ministry of Defense (DoD/MoD)
•	One local municipal government agency (city or county), to include all departments
•	One United States Department of Defense Agency (defined in 50 USC 401a in the United States)
•	One national government ministry or agency (except for a United States Department of Defense Agency)

GeoEye grants end users within the Customer Groups a non-transferable, non-exclusive, pre-paid (subject to payment of the purchase price for the GeoEye Data) license to use the GeoEye Data as specified below or in any quotation provided to end users within the Customer Groups ("the Permitted Use"), and for no other use.  This license to use the GeoEye Data shall only extend to those specific end users in the Customer Group identified by the Customer and approved of by GeoEye at the time of purchase.  Under this license, end users within the Customer Groups may do the following:

(a)	Reformat the GeoEye Data for Customer Group end user use into different formats or media from those in which it is delivered.
(b)	Make an unlimited number of hardcopies and softcopies of the GeoEye Data for Customer Group end user internal use only.
(c)	Distribute the GeoEye Data (with copyright markings) on an isolated, non-commercial basis.  For example, as part of a hardcopy research report or publication.
(d)	Modify the imagery GeoEye Data, through manipulation techniques and/or the addition of other data, and make copies of the resulting bundled image product, for Customer Group end user internal use only. 
(e)	Distribute works derived from the GeoEye Data ("Derived Works").  Derived Works that contain the source image data (pixels) or reasonable facsimile of the source image data, inherit the copyright and license restrictions of the source data.  Other Derived Works (vector extraction, classification, etc.) have no restrictions on use and distribution.  Reduced resolution data sets (RRDS) with ratios of 16:1 or higher shall have no restrictions on use and distribution, but shall contain the copyright markings.
(f)	Make the GeoEye Data available to its consultants, agents and subcontractors for purposes otherwise consistent with your Permitted Use and subject to the restrictions herein, and without the right to transfer, modify, copy, sublicense or use for any purpose other than to support your Permitted Use.
(g)	Academic License holders may only use the GeoEye Data for teaching, instruction, academic research or other educational purposes.

	All rights and uses of the GeoEye Data not expressly granted by this License are reserved by GeoEye.
 
5. 	Restrictions. You shall not, without prior written permission from GeoEye: 

(a)	Use, copy, display, modify, create derivative works, merge or transfer copies of the GeoEye Data except as expressly provided in this Agreement; or 

(b)	Sublicense, sell, rent or lease the GeoEye Data or otherwise transfer or assign the GeoEye Data to any third-party; or

(c)	Alter or remove any copyright notice or proprietary legend contained in or on the GeoEye Data and that any embodiment of the GeoEye Data permitted under this License will contain a notice similar to the following:  “GeoEye Data is owned by GeoEye, Inc.  All rights are reserved by GeoEye, Inc.”

6.	Limited Warranty and Return Policy; Disclaimers.

(a)	For a period of thirty (30) days from the date you received the GeoEye Data, or acquired this envelope and its contents, GeoEye warrants that the media upon which the GeoEye Data resides will be free from defects in materials and workmanship under normal use.  If the media fails to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge if you return the defective media to GeoEye.  GeoEye Data may not be returned to GeoEye except as provided herein.  You may not retain any copies of any GeoEye Data returned to GeoEye.

(b)	EXCEPT AS SET FORTH IN THE FIRST SENTENCE OF THIS PARAGRAPH, THE GEOEYE DATA IS LICENSED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT ANY WARRANTY WHATSOEVER.  GEOEYE DOES NOT WARRANT THAT THE GEOEYE DATA WILL MEET CUSTOMER NEEDS OR EXPECTATIONS, THAT OPERATIONS OF THE GEOEYE DATA WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL NON-CONFORMITIES CAN OR WILL BE CORRECTED.  GEOEYE, ITS LICENSORS AND THEIR RESPECTIVE AFFILIATED COMPANIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, NOT STATED HEREIN INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE GEOEYE DATA LICENSED.

(c)	THIRD PARTIES OTHER THAN THE LICENSEE HEREUNDER ARE NOT ENTITLED TO RELY ON THE GEOEYE DATA FOR ANY PURPOSE WITHOUT GEOEYE’S PRIOR WRITTEN CONSENT.  THE GEOEYE DATA DOES NOT CONSTITUTE ADVICE NOR IS IT TO BE USED AS A SUBSTITUTE FOR SPECIFIC ADVICE FROM A COMPETENT PROFESSIONAL.  YOU SHOULD NOT ACT (OR REFRAIN FROM ACTING) BASED UPON THE GEOEYE DATA WITHOUT INDEPENDENTLY VERIFYING THE GEOEYE DATA AND, AS NECESSARY, OBTAINING PROFESSIONAL ADVICE REGARDING YOUR PARTICULAR FACTS AND CIRCUMSTANCES. 

7.	LIMITATION OF LIABILITY. IN NO EVENT WILL GEOEYE, ITS LICENSORS OR THEIR RESPECTIVE AFFILIATED COMPANIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) UNDER ANY THEORY OF LIABILITY EVEN IF GEOEYE, ITS LICENSORS OR THEIR RESPECTIVE AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  GEOEYE’S LIABILITY SHALL BE LIMITED IN THE AGGREGATE TO YOUR DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF THE LICENSE FEES YOU PAID FOR THE GEOEYE DATA. 

8.	United States Government Rights. If you are a U.S. Government licensee, the enclosed GeoEye Data is provided with Limited Rights. Use, duplication or disclosure by the U.S. Government or any agency or instrumentality thereof is subject to the restrictions set forth in DFARS Part 227 and FAR Part 27, as applicable.
 
9.	Export Controls; Compliance with Laws. You agree that you will not directly or indirectly transfer the GeoEye Data to any country or individual to which such transfer would be prohibited by the International Traffic in Arms Regulations, the U.S. Export Administration Act and the regulations issued thereunder or by U.S. statutory economic sanctions programs.  You must comply with all applicable foreign, federal, state and local laws with respect to your use of the GeoEye Data. 

10.	Termination. This license and your right to use the GeoEye Data will automatically terminate if you fail to comply with any provision of this License or voluntarily return the GeoEye Data to GeoEye.  Within thirty (30) days of notification of termination, you agree to return the GeoEye Data to GeoEye and certify in writing that all known copies of the GeoEye Data, including backup and archival copies, have been destroyed.  All provisions relating to proprietary rights and transfer prohibitions shall survive the termination of this License.
 
11.	Miscellaneous. This Agreement will be governed by and construed under the substantive laws of the Commonwealth of Virginia, U.S.A. without regard to the laws or policies thereof which would direct the application of the laws of another jurisdiction.  This License, and any agreement between you and GeoEye pursuant to which this License is issued, is the entire agreement between us relating to the GeoEye Data, and supersedes any prior oral or written purchase order, communications, advertising or representations concerning the GeoEye Data.  No change or modification of this License will be valid unless it is in writing and signed by both you and an authorized representative of GeoEye. If any provision of this License is held to be unenforceable, then such provision shall be stricken from this License and the remaining provisions shall be enforced in accordance with their terms. No failure or delay by GeoEye in enforcing any right or remedy under this License shall be construed as a waiver of any future or other exercise of such right or remedy by GeoEye.