STANDARD LICENCE 

NON-EXCLUSIVE LICENCE TO USE OWLPLACES SATELLITE PRODUCTS 

The END-USER accepts and agrees to be bound by the terms of this End-User Licence Agreement (“EULA”) by doing any of the following: (a) accepting, in whole or in part, a quotation for the supply of the PRODUCT; (b) breaking the seal on the package containing the PRODUCT; (c) downloading or installing or manipulating the PRODUCT on any computer; (d) paying in whole or in part for the PRODUCT; (e) making available any DERIVATIVE WORKS; (f) damaging or destroying the PRODUCT; (g) retaining the PRODUCT for more than 1 day following the query; (h) retaining the PRODUCT for more than 1 query. 

 This EULA is entered into by and between the END-USER and OUR WATCH LEADS – OWL, LDA, a limited liability company with registered office at Incubadora IPN, Edifício C, 3030 – 199 Coimbra, Portugal and with the main registration number PT516239538 (“OWL”).

ARTICLE 1 – DEFINITIONS 

“AFFILIATED END-USER”: means any legal commercial business entity or government agency engaged in a Joint Project with the END-USER, as identified by the END-USER to OUR WATCH LEADS – OWL, LDA and accepted in writing by OUR WATCH LEADS – OWL, LDA in the order confirmation. When the AFFILIATED END-USER is a government agency (civil agency, public department …), it shall be deemed to be only such part of the government agency as located at the address to which the PRODUCT is supplied, except upon OUR WATCH LEADS – OWL, LDA’ prior agreement in writing. 

“OWL”: means OUR WATCH LEADS – OWL, LDA. 

“POINT OF INTEREST”: means the geographical point of coordinates selected by the END-USER, for which the END-USER is hereby granted rights under the EULA. OUR WATCH LEADS – OWL, LDA may supply to the END-USER DATA with a footprint larger than the POINT OF INTEREST. 

“AREA OF INTEREST”: means the geographical part selected by the END-USER, for which the END-USER is hereby granted rights under the EULA. OUR WATCH LEADS – OWL, LDA may supply to the END-USER DATA with a footprint larger than the AREA OF INTEREST. 

“DERIVATIVE WORKS”: means any derivative product or information developed by the END-USER from the PRODUCT, which does not contain data from the PRODUCT and is irreversible and uncoupled from the source data of the PRODUCT. 

“END-USER”: means either the person, acting in his own name, or the legal commercial business entity, including its possible offices and branches in its country of residence, or the government agency, which is supplied with the PRODUCT and accepts this EULA. When the PRODUCT is supplied to a government entity (civil agency, public department, …), the END-USER shall be deemed to be only such part of the government entity as located at the address to which the PRODUCT is supplied, except upon OUR WATCH LEADS – OWL, LDA prior agreement in writing. 

“EXTRACT”: means an extract of a PRODUCT or VAP which may consist of: 

(i) data supplied with the PRODUCT; 

(ii) evaluations, ratings supplied with the PRODUCT;

(iii) web map services, maps and other imagery data supplied with the PRODUCT. 

“PRODUCT”: means the provided data that assesses and gives a score to the parameter chosen to evaluate the POINT OF INTEREST or the AREA OF INTEREST. 

“PARAMETER” means one of the available parameters in the list provided by OWLplaces to assess and give a score to any location in the world.

“VAP”: means any product developed by the END-USER, which contains data from the PRODUCT, and resulting in a significant modification of the PRODUCT, through technical manipulations and/or addition of other data. 

“QUERY”: means one request to purchase the PRODUCT. Each QUERY is considered as a new request, even if it is made for the same POINT OF INTEREST or AREA OF INTEREST, it will be treated as a new purchase according to the pricing agreed upon between OWL and the END-USER.

ARTICLE 2 – LICENCE 

The rights described below (except referred to in paragraphs (a) and (b)) are granted with respect to the POINT OF INTEREST, and are only valid one time per QUERY. Therefore, no right (except referred to in paragraphs (a) and (b)) is hereby granted to the END-USER on any part of the data out of the POINT OF INTEREST and no right to save, replicate or resell the PRODUCT and the data provided. 

2.1 Permitted Uses 

The END-USER is hereby granted by OUR WATCH LEADS – OWL, LDA a limited, non-exclusive, non-transferable, licence: 

(a) to display one time the data provided with the PRODUCT for the Permitted Uses specified in this Article 2.1, with the credit mentioned in 3.4 conspicuously displayed. The display of the PRODUCT and provided data shall be used for END-USER’s promotion purposes only, and may in no event allow downloading of the PRODUCT or allow a third party to access the PRODUCT or VAP as a stand-alone file, nor be used to distribute, sell, assign, dispose of, lease, sublicense or transfer such EXTRACT. This display is temporary, and each time one or more users request to access the PRODUCT, each request or call to the API is treated as a new QUERY.

(b) to use the PRODUCT for its own internal needs. 

All rights not expressly granted by OUR WATCH LEADS – OWL, LDA under the present Article 2.1 are hereby retained by OUR WATCH LEADS – OWL, LDA. 

2.2 Prohibited Uses 

The END-USER recognizes and agrees that the PRODUCT is and shall remain the property of OUR WATCH LEADS – OWL, LDA, and contains proprietary information of OUR WATCH LEADS – OWL, LDA and thus is provided to the END-USER on a confidential basis. 

The END-USER shall not, and shall guarantee that any contractor, client or consultant engaged as per the provisions of Article 2.1(f) or any AFFILIATED END-USER does not: 

(a) continuously display the PRODUCT and provided data;

(b) save, sell, rent or lease any PRODUCT, DERIVATIVE WORKS or VAP; 

(c) create DERIVATIVE WORKS or VAP; 

(d) alter or remove any copyright notice or proprietary legend contained in or on the PRODUCT; 

(e) use a PRODUCT or an EXTRACT in the framework of competitive analysis (such as benchmarking); or 

(f) do anything not expressly permitted under Article 2.1. 

ARTICLE 3 – INTELLECTUAL PROPERTY RIGHTS 

3.1 Data contained in the PRODUCT is the property of OUR WATCH LEADS – OWL, LDA. © 2023 Our Watch Leads – Owl, Lda (“OWL”). This work is protected by copyright under Portuguese law and international treaties. OWL reserves all rights of use and exploitation. All unauthorised commercial use, including reproduction and dissemination, is prohibited. 

3.2 The PRODUCT is protected by Portuguese and international copyright laws. 

3.3 In addition, the PRODUCT and the data contained therein are protected by Articles 1 and 2  “subparagraph (l): Projects, sketches and pastic works concerning architecture, townplanning, geography or other sciences.”, from the Código do Direito de Autor e dos Direitos Conexos (CDADC) [Code of Copyright and Related Rights], Law No. 45/85 of September 17, 1985, last amended by Law n.º 16/2008 [English Version] . 

3.4 The PRODUCT, VAP and/or EXTRACT, when displayed in accordance with the Permitted Uses specified in Article 2.1 shall include the following credit conspicuously displayed: “© OUR WATCH LEADS – OWL, LDA (year of acquisition), Distribution https://www.owlplaces.com/”. 

ARTICLE 4 – WARRANTY – LIABILITY 

4.1 OUR WATCH LEADS – OWL, LDA warrants that it has sufficient ownership rights in the PRODUCT to make the PRODUCT available to the END-USER under the terms hereof. 

4.2 The PRODUCT is complex; OUR WATCH LEADS – OWL, LDA does not warrant that the PRODUCT is free of bugs, errors, defects or omissions, and that operation of the PRODUCT will be error-free or uninterrupted nor that all non-conformities will or can be corrected. It does not warrant that the PRODUCT shall meet the END-USER’s requirements or expectations, or shall be fit for the END-USER’s intended purposes. There are no express or implied warranties of fitness or merchantability given in connection with the sale or use of this PRODUCT. OUR WATCH LEADS – OWL, LDA disclaims all other warranties or liabilities not expressly provided in Articles 4.1 and 4.2. 

In case the PRODUCT delivered directly by OUR WATCH LEADS – OWL, LDA is substantially different from the applicable technical specifications of the PRODUCT ordered or from the ordered point of interest or area of interest or if the medium on which the PRODUCT is supplied by OUR WATCH LEADS – OWL, LDA to the END-USER is defective, as demonstrated by the END-USER and accepted by OUR WATCH LEADS – OWL, LDA, OUR WATCH LEADS – OWL, LDA shall, at its sole discretion and subject to prior return of the PRODUCT and all copies thereof to OUR WATCH LEADS – OWL, LDA, either replace the concerned PRODUCT or refund the price paid by the END-USER for the PRODUCT. Any such claim shall be notified to OUR WATCH LEADS – OWL, LDA within seven (7) calendar days after delivery of the PRODUCT by OUR WATCH LEADS – OWL, LDA. After this period, the PRODUCT shall be considered as being compliant with the specifications and unconditionally and irrevocably accepted by the END-USER. 

4.3 In no event shall OUR WATCH LEADS – OWL, LDA, nor anybody having contributed to the development and/or production and/or delivery of the PRODUCT, be liable for any claim, damage or loss incurred by the END-USER and AFFILIATED END-USERS, including without limitation indirect, compensatory, consequential, incidental, special, incorporeal or exemplary damages arising out of the use of, or inability to use, the PRODUCT and shall not be subject to legal action in this respect. 

The financial cumulative liability of OUR WATCH LEADS – OWL, LDA and of anybody having contributed to the development and/or production and/or delivery of the PRODUCT shall not in any case exceed the price paid by the END-USER to OUR WATCH LEADS – OWL, LDA for the PRODUCT from which such loss or damage directly arose. 

ARTICLE 5 – MISCELLANEOUS 

5.1 This EULA shall run for an unlimited term. OUR WATCH LEADS – OWL, LDA may, in addition to all other remedies to which it may be entitled under this EULA or at law, terminate immediately this EULA by notice in writing if the END-USER or any AFFILIATED END-USER breaches any provision hereof. The END-USER shall have no claim to any kind of refund in this case. Upon termination, the END-USER shall return to OUR WATCH LEADS – OWL, LDA all the PRODUCT and VAP. 

5.2 The END-USER shall not transfer part or all of this EULA unless it has obtained OUR WATCH LEADS – OWL, LDA’ prior written consent. 

5.3 In the event that any provision of this EULA is declared invalid or unenforceable, the remaining provisions hereof shall be applicable. 

5.4 This EULA is governed by the laws of Portugal. All disputes shall be referred to the courts of Coimbra, Portugal.