Ground Level Images Addendum
Context: Ground Level Images is a Precisely product that provides customers with ground‑level photos of commercial buildings, delivered together with structured metadata. The photos and certain photo‑level metadata are obtained through Precisely’s network of content providers.
This Ground Level Images Addendum (this “Addendum“) adds the terms and conditions necessary to address the terms and ordering logistics for this product offering. This Addendum supplements and amends the applicable terms and conditions governing an Order for GLI Products (the “Agreement“).
1. DEFINITIONS
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. In addition to other terms defined in this Addendum, for the purposes of this Addendum, the following terms will have the corresponding definitions:
“Content Provider” means a third-party provider engaged by Precisely to capture Ground Level Images.
“Documentation” means the current version of the document(s) describing the technical and functional capabilities of GLI Products.
“Flow Down Terms” means additional terms and conditions that are required by Content Providers with respect to the Ground Level Images sourced from them, including those attached as Schedule A.
“GLI” or “Ground Level Images” means images and associated data (including metadata) for a Place captured without the use of an aerial device or vehicle, such that the subject structure or Place is reasonably depicted from a human-eye perspective.
“GLI Credits” means the number of pre-purchased credits specified in an Order for use by Customer to purchase GLI Products pursuant to this Addendum. Depending on the terms defined in the Agreement, GLI Credits are considered an Allotment and/or a license metric.
“GLI Package” means the defined set of photographs and associated views to be provided for each requested Place, as described in the applicable Documentation.
“GLI Products” means Precisely products and services that incorporate Ground Level Images, and include both: (a) existing, previously captured Ground Level Images from Precisely’s image library of Places (“Library GLIs“), and (b) Ground Level Images for Customer-specified Places that do not already exist in Precisely’s image library (“New GLIs“).
“Order” means the ordering documentation (in any form) in which Customer and Precisely agree to the terms of sale of GLI Credits for use to buy GLI Products.
“Place” means each specific commercial building location relating to the capture and delivery of Ground Level Images pursuant to this Addendum.
“Place Consent” means a permit, approval, and/or consent to be obtained by Customer from the property owner or authorized representative of a Place to allow access to the premises of Places or to capture photographs before Ground Level Images can be captured. For example, if a Place is on private property, has no trespassing signage, or other restrictions, a Place Consent will be required. A Place Consent includes all applicable regulatory, administrative, and related local authority approvals that may be required.
“Place Request” means Customer’s request for the capture and delivery of Ground Level Images in a GLI Package for one or more specified Places.
“Prohibited Places” means Places for which Ground Level Images are not available, including the following: (i) any property (e.g. land, building, facility, or part thereof) that is owned, leased, occupied, or otherwise controlled by any governmental body or its agencies, subdivisions, or government-controlled entities, including all appurtenant areas (e.g. federal buildings, military bases, prisons, courthouses, embassies/consulates, and airports); (ii) religious institutions (e.g. churches, temples, mosques, synagogues, and other places of worship); (iii) single-family residential dwellings; (iv) any Place on private property unless a Place Consent has been obtained; and (v) such other Places as Precisely or its Content Provider(s) may designate from time to time.
1.1 In the event of any conflict or ambiguity between the provisions of this Addendum, any Order and the Agreement, the conflict or ambiguity shall be resolved in the following descending order of precedence with respect to GLI Product matters: Content License Terms, this Addendum, Orders (with the most recent taking precedence), and the Agreement.
1.2 Words in the singular include the plural and vice versa and words in one gender include any other gender. Headings are for convenience only and shall not affect the interpretation of this Addendum. A reference to legislation or a legislative provision includes any subordinate legislation made under it and any legislative provision which modifies, consolidates, re-enacts or supersedes it. A reference to any party includes its successors in title and permitted assigns.
2. ORDERS AND LICENSES
2.1 Scope. This Addendum governs Customer’s ordering, receipt, and use of GLI Products. As of the Effective Date, GLI Products are available only for Places within the continental United States, excluding Puerto Rico, other U.S. territories, and such additional geographies as Precisely may designate from time to time in accordance with regulatory and/or Content Provider restrictions; provided that GLI Products for Prohibited Places are not available. This Addendum supplements and is subject to the Agreement.
2.2 License Grant. Subject to the terms of this Addendum, the Agreement, and the Flow Down Terms, in consideration of the fees set forth in an Order, Precisely grants Customer a non-exclusive, non-transferable subscription license to use the GLI Products solely for Customer’s internal business purposes for the term set forth in an Order. Subscription licenses are a term license with included support and maintenance for the term of the license.
2.3 GLI Packages. The Documentation for the GLI Products will generally specify the types and scope of the available GLI Packages. Each GLI Package will specify a certain number and type of images to be captured of the Place.
2.4 Trial Evaluations. Precisely may, at its discretion, grant Customer a trial evaluation license for GLI Products at no charge for a period not to exceed seventy-five (75) days. Trial evaluation licenses are subject to all terms of this Addendum and do not include access to a dedicated GLI workspace. Any GLI Credits issued in connection with a trial do not carry over to a paid subscription. Additional terms for the evaluation will be included in an evaluation Order.
2.5 Content Provider Flow Down Terms. Customer’s use of the Ground Level Images is expressly conditioned upon Customer’s acceptance of and ongoing compliance with the additional terms and conditions attached as Schedule A to this Addendum (the “Content License Terms“). In the event of any conflict between this Addendum and the Content License Terms, the Content License Terms shall govern with respect to Customer’s use of Ground Level Images.
3. ORDERING PROCESS
3.1 Place Requests. Customer shall submit Place Requests to Precisely in writing (via such method as Precisely may designate, including electronic portal, API, or spreadsheet). The initial GLI Package offered includes a set of up to five (5) photographs and associated views. Additional GLI Packages may be made available from time to time with additional or different photographs and views. The specific photos included in the GLI Package are not customizable by Customer. Submission of a Place Request is Customer’s consent to submit the Customer’s name to the Content Provider. Each Place Request shall include all required fields.
3.2 Place Request Review. Precisely will review each Place Request for completeness and compliance with this Addendum, including filtering for Prohibited Places. Precisely reserves the right to reject any Place Request that: (a) is incomplete; (b) includes any Prohibited Places; (c) involves a use case, building type, or Customer intent not supported under the applicable GLI Product; (d) is excluded due to regulatory restrictions in certain jurisdictions (including California, Colorado, New York City, and Seattle, which are excluded from the service area and for which Place Requests will not be accepted); or (e) cannot be fulfilled for any other reason, including rejection from a Content Provider. Precisely will notify Customer in the portal of any rejected Place Request as soon as possible.
3.3 Order Fulfillment Process. Upon validation of a Place Request, Precisely will submit the request to its Content Provider for fulfillment. Customer acknowledges that:
(a) Precisely relies on a third-party Content Provider network to capture Ground Level Images;
(b) fulfillment timelines are subject to Content Provider availability and scheduling; and
(c) certain Places may require additional time or may not be serviceable, as further described in Section 3.4.
3.4 Fulfillment Timelines. Precisely will use commercially reasonable efforts to deliver Ground Level Images within the following timelines, measured from the first business day following Precisely’s acceptance of the Place Request:
(a) Standard Fulfillment: Three to five (3-5) business days for Places in major metropolitan areas (population exceeding 100,000).
(b) Extended Fulfillment: Six to ten (6-10) business days for Places in smaller metropolitan or rural areas (population between 50,000 and 100,000), or where high-volume thresholds are exceeded as determined by Precisely.
(c) Revised Timelines: Fulfillment timelines may be extended due to: (i) high volume of concurrent Place Requests; (ii) weather, safety, or hazardous conditions; or (iii) other circumstances beyond Precisely’s reasonable control. Additionally, where photos do not pass Precisely’s quality review and must be recaptured, an additional three to ten (3-10) business days may be required beyond the standard fulfillment timeline.
(d) Customer-Requested SLAs: Where Customer specifies a deadline longer than the standard fulfillment period, such Customer-requested deadline shall apply.
3.5 Delays. Precisely will notify Customer if a Place Request is expected to exceed the applicable fulfillment timeline.
3.6 Place Consent Requirements. If a Place Consent is required before Ground Level Images can be captured, the following terms apply:
(a) Precisely will notify Customer that a Place Consent is needed and the Place information.
(b) Customer shall use commercially reasonable efforts to obtain and provide Place Consent to Precisely in a timely manner in one of the following formats: (i) a written statement from the property owner or its authorized representative; (ii) a written Customer acknowledgement (by a Vice President or above) confirming that a Place Consent has been obtained; or (iii) such other format as mutually agreed by the parties in writing.
(c) If Customer is unable to provide Place Consent within the time period specified by Precisely, the Place Request shall be deemed unfulfilled due to lack of required Place Consent and the applicable GLI Credit shall be consumed. Customer may subsequently resubmit a Place Request for the same Place (consuming an additional GLI Credit) if Place Consent is later obtained.
(d) Customer acknowledges that failure to provide required Place Consent will result in the inability to fulfill the applicable Place Request and the consumption of the applicable GLI Credit without delivery of images.
3.7 Minimum Order Requirements. Minimum order quantities and associated fees, if any, shall be set forth in the applicable Order.
4. DELIVERY OF GLI PRODUCTS
4.1 Delivery. Precisely will deliver the Ground Level Images associated with each Place Request to Customer electronically via Precisely’s designated platform or portal, secure file transfer, or API, as specified in the applicable Documentation or Order (“Delivery“).
4.2 Delivery and Acceptance. Ground Level Images shall be deemed accepted and the applicable GLI Credit consumed upon Delivery and Customer does not have a right to reject or return Delivered GLI Products.
4.3 Reshoots. If Customer desires new or replacement images for a previously Delivered Place (a “Reshoot“), Customer must submit a new Place Request, which shall consume an additional GLI Credit from Customer’s GLI Credit balance. If the Reshoot was due to issues with the original Delivered GLI Product images, Customer may be entitled to Reshoot Credit(s) as provided in Section 5.5.
5. FEES AND PAYMENT
5.1 Fees. Customer shall pre-purchase GLI Credits as set forth in the applicable Order. Unless otherwise mutually agreed in an Order, GLI Credits are consumed at a rate of one (1) GLI Credit per Delivered GLI Product for each Place which entitles Customer to all available, eligible photos for one GLI Package of such Place, regardless of whether fulfillment is New GLIs or Library GLIs. All fees are stated in and shall be paid in United States dollars unless otherwise specified in the Order.
5.2 GLI Credit Usage Period and Expiration. Unless otherwise mutually agreed in an Order, GLI Credits are generally purchased on an annual volume basis (i.e., expire annually) and must be consumed within such usage period (the “Credit Usage Period“). Unused GLI Credits do not roll over beyond the Credit Usage Period and shall expire without refund. GLI Credits may not be transferred to or used in connection with any other Precisely products. Orders containing Places in excess of Customer’s remaining GLI Credit balance will not be fulfilled, and Customer must purchase additional GLI Credits to place additional Orders once the original GLI Credit balance is exhausted.
5.3 Taxes. Customer shall be responsible for all applicable sales, use, value-added, withholding, and similar taxes arising from Customer’s purchase and use of GLI Products, excluding taxes based on Precisely’s income.
5.4 Payment Terms. Unless otherwise specified in the applicable Order, Customer shall pay all undisputed invoices within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
5.5 Reshoot Credits. If Customer identifies material deficiencies in Delivered GLI Products such that they do not meet the warranty in Section 8.1(c), then Customer may be entitled to a credit for a Reshoot (a “Reshoot Credit“) for any Delivered GLI Products not meeting such warranty standard so that Customer can order a Reshoot in accordance with Section 4.3.
To be eligible to receive a Reshoot Credit, within fifteen (15) days after Delivery of the non-compliant GLI Product, Customer must submit a claim by opening a case with Precisely Support containing the following information: (a) a copy of the Delivered GLI Products for which Reshoot Credit is being claimed, and (b) any necessary documentation to corroborate the claim.
If Customer’s claim is confirmed by Precisely as valid and Customer is entitled to Reshoot Credit(s), Precisely will increase Customer’s then outstanding balance of GLI Credits by one (1) for each non-conforming Delivered GLI Product (one (1) per Place) and Customer will order a Reshoot of the Place via a new Place Request per Section 4.3. Issuance of Reshoot Credits does not modify the Credit Usage Period or other terms applicable to Customer’s GLI Credits balance.
Notwithstanding the foregoing, Customer shall be disqualified from receiving a Reshoot Credit: (a) if the Customer is overdue with respect to any payment obligation, or otherwise in material breach of the Agreement or any other contractual obligation to Precisely, or (b) fails to provide the requested information as required above.
Reshoot Credits constitute liquidated damages for the non-conforming Delivered GLI Product at issue and are not a penalty and are Customer’s sole and exclusive remedy, and Precisely’s sole and exclusive liability, for Precisely’s failure to meet the warranty in Section 8.
6. RESTRICTIONS ON USE
6.1 Internal Business Use Only. Customer’s use of the GLI Products is limited to Customer’s internal business purposes. Customer shall not sublicense, resell, distribute, or otherwise make the GLI Products available to any third party except as expressly permitted in the applicable Order or the Agreement.
6.2 Watermarks. Customer shall not remove, deface, cover, obscure, or alter any watermarks, copyright symbols, identification numbers, or other metadata embedded in or provided with the Ground Level Images.
6.3 Trademark Restrictions. Customer may use the Content Provider’s name or marks only as strictly necessary to display watermarks included on the Ground Level Images. Customer shall not otherwise use the name, logos, or trademarks of the Content Provider without prior written approval.
6.4 AI Related Uses. Customer and Precisely recognize the importance of responsible use of data as relates to artificial intelligence (AI) systems. In that regard, the additional AI terms at www.precisely.com/AI-terms also apply to the use of GLI Products.
6.5 Prohibited Uses. Customer shall not do any of the following:
(a) Use the GLI Products or any portion thereof (i) in any unlawful, defamatory, or disparaging manner; (ii) to promote violence or hatred; or (iii) as a trademark, service mark, trade name, or logo;
(b) Attempt to reverse-engineer, decompile, or discover proprietary information related to the Ground Level Images; or
(c) Use the GLI Products in any manner that is disparaging to or tarnishing of Precisely’s or the Content Provider’s trademarks, reputation, or goodwill.
7. INTELLECTUAL PROPERTY
7.1 Ownership. All Ground Level Images are and shall remain the property of Precisely and/or Precisely’s Content Provider and are subject to the license granted to Customer in this Addendum. Customer acquires no ownership rights in any Ground Level Images or GLI Products. All rights not expressly granted herein are reserved. Precisely retains all rights, title, and interest in the Precisely platform, portal, tools, and systems used to Deliver the GLI Products to Customer.
7.2 Derivative Works. Any derivative works of the Ground Level Images created by Customer shall be owned by Precisely or Precisely’s Content Provider, as applicable. Customer hereby assigns (and agrees to document such assignment as required) all rights, title, and interest in any such derivative works to Precisely for further assignment to the Content Provider, if applicable.
8. REPRESENTATIONS AND WARRANTIES
8.1 By Precisely. Precisely represents and warrants to Customer that: (a) it has the right to sublicense the Ground Level Images to Customer as contemplated hereunder; (b) to Precisely’s knowledge, at Delivery the Ground Level Images will be free of any undocumented computer viruses or disabling code which would materially interfere with Customer’s ordinary and proper use of a GLI Product; and (c) at Delivery, the GLI Products will (i) materially conform to the applicable Documentation, (ii) be of substantially similar quality to the images Delivered to Customer in Customer’s trial/evaluation of GLI Products, and (iii) reflect the Place as of the date the images were captured by the Content Provider as reflected in the metadata for such images.
8.2 By Customer. Customer represents and warrants to Precisely that: (a) it has the authority to enter into this Addendum; (b) its use of the GLI Products will comply with all applicable laws, including privacy and data protection laws; (c) all Place Requests submitted by Customer will comply with the requirements of this Addendum, including the prohibition on Prohibited Places; and (d) it will obtain all necessary consents and approvals for its intended use of the GLI Products, including all Place Consents and where a Place Consent has been obtained by Customer, to Customer’s reasonable knowledge such Place Consent is valid and enforceable with respect to the applicable regulatory authority and/or the person or entity that is the duly authorized representative with authority to grant Place Consent to the applicable Place.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, THE GLI PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PRECISELY DOES NOT WARRANT THE ACCURACY OF ANY METADATA PROVIDED WITH THE GROUND LEVEL IMAGES.
9. INDEMNIFICATION
9.1 By Precisely. Precisely will defend, indemnify, and hold harmless Customer from any third-party claim arising from an allegation that Customer’s authorized use of the GLI Products as permitted hereunder infringes a third party’s intellectual property rights; provided Customer promptly notifies Precisely, grants Precisely sole control of the defense and settlement, and cooperates with Precisely’s defense.
9.2 By Customer. Customer will defend, indemnify, and hold harmless Precisely and its Content Provider and their respective officers, directors, and employees from any third-party claims arising from: (a) Customer’s use of the GLI Products outside the scope of this Addendum or the Content License Terms; and (b) Customer’s failure to obtain valid Place Consents or other required approvals; provided Precisely promptly notifies Customer, grants Customer sole control of the defense and settlement, and cooperates with Customer’s defense.
9.3 Supplemental Indemnity. Nothing in this Section 9 is intended to modify the indemnification provisions of the Agreement for matters not involving GLI Products.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, ARISING FROM THIS ADDENDUM INCLUDING FROM THE USE OF GLI PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Liability Cap. EXCEPT FOR CUSTOMER’S BREACH OF SECTIONS 6 (RESTRICTIONS ON USE) OR 7 (INTELLECTUAL PROPERTY), AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS IN THIS ADDENDUM, EACH PARTY’S TOTAL LIABILITY UNDER THIS ADDENDUM SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR GLI PRODUCTS UNDER THIS ADDENDUM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Supplemental Limitation. Nothing in this Section 10 is intended to modify the limitations of liability provisions of the Agreement for matters not involving GLI Products.
11. PRIVACY AND DATA PROTECTION
11.1 Privacy Compliance. Ground Level Images are intended to be captured and Delivered in compliance with applicable privacy laws. Images are processed to blur, crop, or remove identifiable individuals (faces and bodies), license plates, and other personal identifiers prior to Delivery.
11.2 Customer Obligations. Customer shall use GLI Products in compliance with all applicable privacy, data protection, and consumer protection laws. Customer shall not attempt to re-identify any individual or extract personal information from the Ground Level Images.
12. TERM AND TERMINATION
12.1 Term. This Addendum shall be effective as of the Effective Date and shall remain in effect for the term specified in the applicable Order, or if no term is specified, coterminous with the Agreement.
12.2 Cancellation of Orders. Customer may not cancel or terminate an Order prior to the end of the applicable Order term unless required by law or expressly permitted in the Order. If Customer ceases using the GLI Products prior to the end of the Order term, Customer shall remain liable for all fees associated with the pre-purchased GLI Credits under the applicable Order, and no refund or GLI Credits shall be issued for unused GLI Credits.
12.3 Content License Terms Breach. Notwithstanding Section 12.2, in the event Customer breaches the Content License Terms (Schedule A), Customer shall have seventy-two (72) hours from receipt of written notice to remedy the breach. If the breach is not remedied within such period, Precisely may immediately terminate Customer’s license to a portion or all of the Ground Level Images, at the Content Provider’s discretion.
12.4 Effect of Termination. Upon termination or expiration of this Addendum: (a) Customer’s right to submit new Place Requests shall immediately cease; (b) licenses to Ground Level Images Delivered prior to termination shall survive in accordance with the license terms specified in the applicable Order; and (c) Customer shall promptly destroy any Ground Level Images to which its license has been terminated and, upon request, certify such destruction in writing.
13. GENERAL
13.1 Governing Law. This Addendum shall be governed by the laws of the State of Delaware, without reference to principles of conflicts of laws. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.
13.2 Entire Agreement. This Addendum, together with Schedule A, the applicable Order(s), and the Agreement, constitutes the entire agreement between the parties with respect to GLI Products. Purchase orders or similar documents issued by Customer relating to an Order will not affect or otherwise amend the terms and conditions of the Agreement or this Addendum.
13.3 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government actions, natural disasters, pandemics, labor difficulties, transportation interruptions, telecommunications failures, hostile network attacks or Content Provider issues. Precisely shall notify Customer promptly of any force majeure event expected to impact fulfillment of Place Requests and shall use commercially reasonable efforts to resume performance.
13.4 Export Controls. Customer shall not export, re-export, or provide the Ground Level Images to: (i) any country subject to a United States embargo; (ii) any person on the U.S. Treasury Department’s list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department’s Denied Persons List; or (iv) any person or entity where such export violates applicable export control laws.
13.5 Anti-Corruption. Customer shall comply with all applicable anti-corruption and anti-bribery laws in connection with its use of GLI Products.
13.6 Assignment. Customer may not assign this Addendum without Precisely’s prior written consent, except to a successor-in-interest resulting from a merger or acquisition, provided such successor agrees to be bound by these terms.
SCHEDULE A
FLOW DOWN TERMS
In addition to any Flow Down Terms applicable to the GLI Products contained in an Order, the following additional terms and conditions apply to Customer’s purchase of a license to GLI Products.
General Flow Downs
A general listing of the Flow Down Terms applicable to the use of GLI Products by Customer, as updated by Precisely from time to time, is located at www.precisely.com/product-terms.
Applicable Content License Terms
In addition to the above, the Content License Terms attached as Schedule A-1 to this Addendum apply.
SCHEDULE A-1
DOORDASH CONTENT LICENSE TERMS
In addition to any Flow Down Terms applicable to the GLI Products contained in an Order, the following additional terms and conditions from Content Provider DoorDash apply to Customer’s purchase of a license to GLI Products sourced from DoorDash. Terms defined below are applicable only with respect to this Schedule A-1.
These DoorDash Content License Terms (the “Agreement” or “Terms“), is a binding agreement that outlines the rights and restrictions regarding the use of certain photos and content owned by DoorDash (individually and collectively, “Content“) and licensed by you as a licensee, sublicensee or end user (“You” or “Licensee“) from DoorDash, Inc. (“DoorDash“), whether directly from DoorDash or through a distributor, reseller or other licensee of the Content authorized to sublicense the Content to You (each a “DoorDash Content Supplier“).
To the extent You have licensed or sublicensed Content from a DoorDash Content Supplier, Your License to the Content may also be governed by the terms of the applicable agreement between You and such DoorDash Content Supplier (the “Supplier Agreement“). Except as expressly set forth in these Terms, in the event of any conflict between these Terms and the Supplier Agreement, the Terms will govern.
DOORDASH PROVIDES THE CONTENT TO YOU PURSUANT TO THE TERMS IN ADDITION TO ANY APPLICABLE PROVISIONS AS AGREED UPON BY YOU AND THE DOORDASH CONTENT SUPPLIER FROM WHICH YOU HAVE LICENSED THE CONTENT.
YOUR LICENSE TO THE CONTENT IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE AND ONGOING COMPLIANCE WITH THESE TERMS. BY DOWNLOADING, ACCEPTING, USING, DISTRIBUTING OR DISPLAYING THE CONTENT, YOU: (A) ACCEPT THE TERMS; (B) AGREE YOU ARE LEGALLY BOUND BY THE TERMS; AND (C) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE LICENSEE AND BIND LICENSEE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR YOUR ACCEPTANCE OF THE TERMS, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THESE TERMS, AND THESE TERMS EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY CONTENT THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE CONTENT SOURCED FROM DOORDASH OR A DOORDASH CONTENT SUPPLIER.
1. LICENSE. The Content is licensed:
a. on a non-exclusive, revocable (subject to these Terms), worldwide and perpetual basis (except as otherwise provided for in the Supplier Agreement);
b. subject to the restrictions set forth in Section 2 (“Restrictions“); and
c. subject to the provisions in the applicable Supplier Agreement (the “License“).
If You are a licensee, sublicensee or distributor of the Content and have been granted the right to further distribute or sublicense the Content under an applicable Supplier Agreement, then You agree that any such further distribution or sublicensing of the Content shall be subject to these Terms, and any sublicensee, distributor or end user to which you sublicense or distribute the Content must agree to be bound by these Terms. If You are a consumer end user of the Content and have not been granted the right to further distribute or sublicense the Content under an applicable Supplier Agreement, then the License is non-transferable and non-sublicenseable, and You agree not to further transfer or sublicense the Content.
2. RESTRICTIONS. For purposes of these Terms, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of the Content, subject to the Restrictions below.
a. Watermarks and Copyright Notices. You agree to retain, and agree not to remove, deface, cover, obscure, or alter, any watermarks, copyright symbols, Content identification numbers and other metadata that may be embedded in Content (“DoorDash Watermark”), and to maintain appropriate security to protect the Content from unauthorized use by third parties.
b. DoorDash Trademark. You may use the DoorDash name only as strictly necessary to display the DoorDash Watermark to the extent it is provided on Content. For the avoidance of doubt, except with respect to the DoorDash Watermark as may be included on Content, You may not otherwise use the name, logos, or trademarks of DoorDash without prior written approval of DoorDash at its sole discretion. You may not use Content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. In addition, You shall not be entitled to register (in any jurisdiction) Content (in whole or in part) as a trademark or copyright or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the Content or any similar Content.
c. No Unlawful Use. You may not use Content in a defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable rules or regulations.
d. No Disparagement or Tarnishment. You may not use Content in any way that would be disparaging to DoorDash, DoorDash Content Supplier or any other third party, tarnishing of DoorDash’s trademarks, logos or name, or unduly controversial to a reasonable person, or in any manner that would denigrate, cause harm to, or is otherwise detrimental to, the business, services, goodwill or reputation of DoorDash, DoorDash Content Supplier or any other third party.
3. INTELLECTUAL PROPERTY RIGHTS. All Content licensed to You is owned by DoorDash. All rights not expressly granted in these Terms are reserved by DoorDash and/or, as applicable, the DoorDash Content Supplier. Any intellectual property rights in the Content shall vest in DoorDash, and You agree to convey and assign to DoorDash the sole and exclusive right, title and interest in and to all such Content (including any derivative works of such Content that may be created by You), including all intellectual property rights therein, and irrevocably waive, to the extent permitted by applicable law, any and all claims You may have with respect to title or ownership to the Content.
4. TERMINATION; CANCELLATION.
a. Termination. In the event You are notified by DoorDash or a DoorDash Content Supplier that You are in breach of these Terms, You shall have seventy-two (72) hours to remedy the breach. Within such seventy-two (72) hour period from receipt of such notice, You shall provide DoorDash or the applicable DoorDash Content Supplier with written notice that the breach has been remedied, including a detailed description of the nature of the remedy and the date and time the breach was resolved. If You do not remedy the breach in the allotted time as provided for above, or do not remedy the breach to the satisfaction of DoorDash or the DoorDash Content Supplier, DoorDash or the DoorDash Content Supplier, as applicable, shall in its sole discretion have the right to immediately terminate Your License herein to Content. Any right to terminate Your License to Content shall be in addition to, and not in lieu of, any other rights or remedies that DoorDash Supplier or Content Supplier may have at law, in equity, or under these Terms.
b. Content Withdrawal. Upon notice from DoorDash, or upon Your knowledge, that any Content may be subject to a claim of infringement of a third party’s right for which DoorDash may be liable, DoorDash may require You to immediately cease using the Content or request removal of such Content. In such event, DoorDash may provide You with replacement Content (determined by DoorDash in its reasonable commercial judgment) free of charge, subject to the other provisions of these Terms.
5. WARRANTY DISCLAIMER. The Content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose, and DoorDash does not represent or warrant that the Content will meet Your requirements or that use of the Content will be uninterrupted or error -free. In addition, for sake of clarity, DoorDash does NOT:
a. grant any right or make any warranty with regard to the use of the Content or any names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted designs, works of art, or architecture depicted or contained in the Content. In such cases, You are solely responsible for determining whether release(s) is/are required in connection with Your proposed use of the Content, and You are solely responsible for obtaining such release(s);
b. warrant the accuracy of any metadata (if any) provided with Content; or
c. warrant the use of Content depicting artwork, architecture or landscapes of cultural importance, which in some jurisdictions may be subject to additional authorization by and fees paid to the appropriate authorities, and You will be solely responsible for obtaining such authorizations and remitting such fees. DoorDash disclaims all liability arising from the failure to do so.
6. INDEMNIFICATION. You agree to defend, indemnify and hold harmless DoorDash and its parent, subsidiaries, affiliates, and DoorDash Content Suppliers, and each of their respective officers, directors and employees (the “DoorDash Indemnitees“) from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with (a) Your use of any Content outside the scope of these Terms; (b) any breach or alleged breach by You (or anyone acting on Your behalf) of these Terms or an applicable Supplier Agreement; and (c) Your failure to obtain any required release for Your use of Content.
7. LIMITATION OF LIABILITY. DOORDASH AND DOORDASH INDEMNITEES WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THESE TERMS, EVEN IF DOORDASH OR DOORDASH INDEMNITEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
8. GENERAL PROVISIONS.
a. Assignment. DoorDash may assign these Terms and the License, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
b. Governing Law/Arbitration. These Terms will be governed by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to these Terms shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under (i) if You are in North America: the JAMS Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”); or (ii) if You are outside of North America: the International Centre for Dispute Resolution (“ICDR”) or JAMS (the applicable rules to be at Your discretion), in effect on the date of the commencement of arbitration to be held San Francisco, California. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern these Terms. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, DoorDash shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against You in the event that, in the opinion of DoorDash, such action is necessary or desirable to protect DoorDash’ intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
c. Severability. If one or more of the provisions in these Terms is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
d. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of these Terms.
e. Amendment. No terms or conditions of these Terms may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by DoorDash and accepted by You.
f. Notice. All notices required to be sent to DoorDash under these Terms should be sent via email to [email protected].
g. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the License granted to You, or of Your use of the Content.