Terrain Data Terms of Service
By using or otherwise accessing any Terrain Data software or services offered by Terrain Data, Inc. a Delaware Corporation located at 524 Ramona Street, Palo Alto, CA. 94301 (referred to as “Terrain”), this entity, individual or organization (“Customer”) consents to be bound by this agreement, or, if applicable, by the terms of a currently effective written agreement regarding the use of the product and signed by an authorized agent of Customer and by Terrain.
“Terrain Software” shall mean: (a) the object code version of any Terrain Software, and (b) any associated user documentation provided to Customer (“Documentation”) as modified by Terrain from time to time, and (c) any updates, upgrades, and/or modifications of the forgoing which are provided to the Customer pursuant to the terms of this Agreement. “Terrain Services” shall mean the online Terrain applications and platform which are made accessible to Customer by Terrain, which offers the Terrain Software on an outsourced basis.
1.2 LIMITED LICENSE.
Subject to these Terms and Conditions, during the term of this Agreement, Terrain grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the Terrain Software and the Terrain Services solely for Customer’s internal business purposes, solely in accordance with the Documentation and solely for the scope for which Customer pays the applicable fees and subject to the limitations on Terrain’s website.
If Customer is an individual, Customer or otherwise, any employee of Customer who seeks to use the Terrain Services (each a “User”) must complete the registration form on Terrain’s website. Upon completing the registration, Terrain will open an account (the “Account”) for the User and create a hosted space for the User (the "Personal Space"). Each Account and Personal Space are specific to the registered User and it is a violation of these Terms and Conditions to share an Account or Personal Space access with any other individual. Users must contact Terrain immediately if they discover that their account has been used by any other individual. Customer and User shall indemnify and hold Terrain harmless from any improper or unauthorized use of the Terrain Services resulting from any act or omission of Customer or User.
Customer shall not, and shall not authorize any third party to: (i) sublicense, use or duplicate the Terrain Software, or any portion thereof, except as expressly authorized in these Terms and Conditions; (ii) use the Terrain Software and/or the Terrain Services by, or for the benefit of any third party (provided that Customer shall be entitled to use the Terrain Services in the course of providing services to its customers and clients); (iii) modify, translate, or prepare derivative works based upon the Terrain Software and/or the Terrain Services; (iv) reverse-compile or decompile, disassemble or otherwise reverse engineer the Terrain Software, except to the extent expressly required to be permitted by applicable law; (v) rent, lease, loan, sell, transfer, or distribute the Terrain Services, or any copy or portion thereof, to any other person or entity (provided that Customer shall be entitled to use the Terrain Services in the course of providing services to its customers and clients); (vi) alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on or in the Terrain Services or the Terrain Software; (vii) use the Terrain Services to store or transmit fraudulent, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; and/or (viii) use the Terrain Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Except for the license expressly granted by Terrain to Customer under these Terms and Conditions, Terrain reserves all right, title and interests in and to the Terrain Services and the Terrain Software and any derivative works derived therefrom, and all intellectual property rights therein.
1.5 CUSTOMER DATA.
Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights in all data, information or material that Customer may process or submit to the Terrain Services (“Customer Data”). Customer shall own all Customer Data which shall be Customer’s Confidential Information (as defined below). Terrain will maintain appropriate and adequate security measures and policies designed to protect the Customer Data from disclosure to third parties. Terrain will promptly notify Customer as soon as is reasonably practicable if it discovers or suspects any security vulnerabilities or unauthorized access to the Terrain Services and will provide such information and cooperation as may be reasonably required to enable Customer to mitigate, remediate, and address such vulnerabilities, unauthorized access, or breach. In the event of an actual security breach, and at the recommendation of Terrain’s legal counsel, Terrain will issue a report at such time that describes: (i) the date of the security breach; (ii) a description of the disclosures involved in the security breach; and, (iii) the steps Terrain has taken to investigate the security breach, and mitigate potential harm. Terrain may use or access Customer Data (a) to manage Customer access to the Terrain Services; (b) to manage Terrain’s relationship with Customer, including the administration of contracts, orders and invoices; and (c) to comply with any legal or regulatory obligations.
1.6 CUSTOMER OBLIGATIONS.
Customer understands that, in order to deliver the Terrain Services in a timely and accurate manner, Terrain may need to rely on Customer for access to certain customer hardware, software, systems, data and personnel. Customer shall (i) be responsible and liable for any action or inaction of Customer’s employees or contractors which is in violation of these Terms and Conditions, (ii) be solely responsible for the accuracy, quality, integrity and legality of any data or materials processed by the Terrain Services and of the means by which Customer acquires, uploads, transmits and processes those materials, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Terrain Services, and notify Terrain promptly of any such unauthorized access or use; (iv) make any disclosures to and obtain any consents (including from any Customer employees and contractors) as required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer materials in or for the Terrain Software and the Terrain Services or as otherwise contemplated by these Terms and Conditions; (v) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Terrain Software and the Terrain Services, including, without limitation, computers, computer operating system and internet access; and (vi) ensure that all User information is accurate and updated as necessary. Customer shall be liable for any breach of this Agreement by any User.
Terrain shall use reasonable efforts to provide Support for the Terrain Software and the Terrain Services as during the License Term.
Customer shall defend, indemnify, and hold harmless Terrain from and against any claims, demands, liabilities, or expenses (excluding incidental, consequential, fines, penalties punitive, or exemplary damages) for any injury or damage (including but not limited to any personal or bodily injury or property damage resulting from any misrepresentation, fraud, violation of law or any breach of these Terms and Conditions arising out of or resulting in any way from any conduct of Customer's employees, contractors or agents.
Terrain, at its own expense (including payment of attorneys’ fees, expert fees and court costs), shall defend Customer from any and all third party claims that the Terrain Software and/or the Terrain Services infringes any patent or copyright or misappropriates any third party’s trade secret and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle such claims, provided that Customer: (a) gives Terrain prompt written notice of any such claim; (b) permits Terrain to control and direct the defense or settlement of any such claim; and (c) provides Terrain all reasonable assistance in connection with the defense or settlement of any such claim. If Customer’s use of the Terrain Software and/or the Terrain Services is (or in Terrain’s opinion is likely to be) enjoined, Terrain, at its expense and in its sole discretion, may terminate these Terms and Conditions and Customer’s right to use the Terrain Software and the Terrain Services. Notwithstanding the foregoing, Terrain shall have no obligations under this Section to the extent any infringement claim is based upon or arising out of: (i) any modification or alteration to the Terrain Software or the Terrain Services not made by Terrain; (ii) any combination or use of the Terrain Software or the Terrain Services with products or services not approved by Terrain in writing; (iii) Customer’s continuance of allegedly infringing activity after being notified thereof; and/or (iv) use of the Terrain Software or the Terrain Services not in accordance with the terms of these Terms and Conditions. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies, and Terrain’s entire liability, with respect to infringement or misappropriation of third party intellectual property.
3. DISCLAIMER; LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TERRAIN SOFTWARE AND THE TERRAIN SERVICES AND ANY MATERIALS PROVIDED BY TERRAIN HEREUNDER ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TERRAIN DOES NOT GUARANTEE THAT THE TERRAIN SERVICES, DOCUMENTATION OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. FURTHER, TERRAIN AND ITS SUPPLIERS DO NOT WARRANT THE RESULTS OF USE OF THE TERRAIN SOFTWARE OR TERRAIN SERVICES ARE BUG/ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. IN ADDITION, DUE TO CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON/ATTACKING NETWORKS, HARDWARE AND SOFTWARE, TERRAIN DOES NOT WARRANT THAT THE TERRAIN SOFTWARE OR TERRAIN SERVICES OR ANY EQUIPMENT, SYSTEM, OR NETWORK ON WHICH THE TERRAIN SOFTWARE OR TERRAIN SERVICES ARE USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. TERRAIN DOES NOT WARRANT THAT ANY SERVICES CONNECTING TO THE TERRAIN SOFTWARE OR TERRAIN SERVICES PROVIDED BY THIRD PARTIES OR ANY DATA PROVIDED BY SUCH THIRD PARTIES WILL BE FREE FROM ERRORS OR INTERRUPTIONS OF SERVICE. EXCEPT FOR A BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTIONS 1.4 OR 7 OF THESE TERMS AND CONDITIONS, (A) CUSTOMER’S SOLE REMEDY AND TERRAIN’S SOLE LIABILITY FOR ANY BREACH OF THESE TERMS AND CONDITIONS SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE TERRAIN SOFTWARE AND THE TERRAIN SERVICES; AND IMMEDIATELY RETURN TO TERRAIN THE TERRAIN SOFTWARE AND THE TERRAIN SERVICES, ALL DUPLICATES, AND ANY TERRAIN CONFIDENTIAL INFORMATION; (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS; (C) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY, OR ANY THIRD PARTY LICENSORS UNDER THESE TERMS AND CONDITIONS (UNDER ANY THEORY OF LIABILITY) EXCEED THE GREATER OF THE FEES ACTUALLY PAID BY CUSTOMER OR ONE THOUSAND DOLLARS ($1,000), WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.
4. CONFIDENTIAL INFORMATION.
5.1 COMPLIANCE WITH LAWS; EXPORT CONTROL.
Customer shall use the Terrain Software and the Terrain Services in compliance with all applicable laws, statutes, rules and regulations. Except as expressly permitted in these Terms and Conditions, Customer shall not export or import the Terrain Software and the Terrain Services (including without limitation any Documentation) or any technical information provided under these Terms and Conditions.
Neither these Terms and Conditions, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of Terrain. Any attempted assignment in violation of these Terms and Conditions shall be void and without effect.
5.3 FORCE MAJEURE.
Terrain shall not be liable for any breach of this Agreement as a result of any event or circumstances beyond its reasonable control, including without limitation, war, invasion, act of foreign enemy, hostilities, civil war or rebellion (whether war be declared or not), strike, lockout or other industrial dispute.
5.4 U.S. GOVERNMENT END-PURCHASER.
As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Terrain Software and Terrain Services and accompanying documentation provided by Terrain are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
5.5 EUROPEAN DATA TRANSFER.
To the extent Customer is located within the European Union, Customer and Terrain agree to the Standard Contractual Clauses located in Terrain's end user agreement.
Customer consents to Terrain's use of Customer name and logo and general description of Customer's relationship, and public images that represent that relationship with Terrain in press releases and other marketing materials and appearances.
Should any term of these Terms and Conditions be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States and the State of California, in each case excluding rules governing conflict of law and choice of law. The federal and state courts within San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms and Conditions. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being affected upon it by registered mail and sent to the address set forth at the beginning of these Terms and Conditions. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to these Terms and Conditions nor to any dispute or transaction arising out of these Terms and Conditions. These Terms and Conditions and the Exhibits attached hereto sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in these Terms and Conditions shall have any force or effect. Customer’s representative identified herein represents and warrants that he/she has the authority to bind Customer to the terms herein. Customer agrees that Terrain may provide notice required by these Terms and Conditions by email. These Terms and Conditions may be amended by Terrain upon thirty (30) days’ notice by posting notice on the Terrain website and Customer may terminate this Agreement without penalty upon notice to Terrain within ten (10) days of the amendment. Notwithstanding the foregoing, in the event the parties enter into, or have entered into a formal written agreement, including, without limitation an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of these Terms and Conditions.
1. Information Terrain Collects
Terrain may receive certain personal information which may include, among other things, your name, photograph, address, email address, telephone numbers, date of birth, bank information and other personally identifiable data (collectively, “Personal Data”). In addition, in the course of providing services, Terrain will acquire information regarding those services, including data relating to your transactions with Terrain. Terrain may also purchase marketing data from third parties about its customers and combine it with information Terrain already has to create more tailored products and communications.
2. Use of Personal Data
Terrain may use your Personal Data:
To manage your access to the services provided by Terrain;
To manage Terrain’s relationship with you, including the administration of contracts, orders and invoices (which may include access to your account, your usage data for support purposes and your billing data);
To create a list of actual and prospective users and customers for products and services offered by Terrain and its business associates;
To send promotional emails and other communications regarding Terrain’s products and services;
To assemble statistics regarding the use of Terrain’s website, products and services;
and To comply with any legal or regulatory obligations.
3. Restrictions on Use and Transfer of Personal Data
Terrain will share your personal information with third parties only in the ways that are described in this Privacy Statement.
Except to the extent reasonably required by law as determined by Terrain upon the advice of its legal counsel or as described in this Privacy Statement, Terrain will not sell, transfer, assign or grant access to your Personal Data to any third party. We disclose your personal information as required by law, such as to comply with a subpoena, bankruptcy proceedings, or similar legal process when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request.
Terrain may provide your personal information to any third party contractors and vendors operating under Terrain’s direction who have an appropriate legal obligation to Terrain and who are authorized to use your personal information only as necessary to provide services to help Terrain with its business activities.
If Terrain is involved in a merger, acquisition or sale of all or substantially all of its assets, you will be notified via email and/or a prominent notice on Terrain’s website of any resulting change in the ownership or use of your personal information or any choices you may have regarding your personal information.
Terrain may also disclose your personal information to any other third party with your prior consent.
4. Data Security
Terrain will maintain appropriate and adequate security measures and policies designed to protect your Personal Data from disclosure to third parties. Terrain will promptly notify you as soon as is reasonably practicable if it discovers or suspects any security vulnerabilities or unauthorized access to the Terrain Services and will provide such information and cooperation as may be reasonably required to enable you to mitigate, remediate, and address such vulnerabilities, unauthorized access, or breach. In the event of an actual security breach, and at the recommendation of Terrain’s legal counsel, Terrain will issue a report at such time that describes: (i) the date of the security breach; (ii) a description of the disclosures involved in the security breach; and, (iii) the steps Terrain has taken to investigate the security breach, and mitigate potential harm. If your data is provided to Terrain pursuant to your agreement with an Terrain customer, you acknowledge that, except to the extent provided by applicable law, you will look to that customer for any liability regarding your Personal Data.
5. Data Retention
Terrain retains Personal Data during the term of your use of the Terrain website and services and for a limited period thereafter except:
Terrain may retain Personal Data for a longer period:
to the extent required by law;
as necessary or appropriate to protect Terrain’s interests, including as part of any actual or potential dispute
Except to the extent necessary to support ongoing billing during the term of your subscription with Terrain, Terrain will not retain the account information for your payment for any longer than appropriate to ensure that payment is received, but in no event longer than is allowed by applicable law.
6. Consent, Right to Access and Correct
Email address: firstname.lastname@example.org
Postal address: 524 Ramona Street, Palo Alto, CA. 94301
You also agree that if you are located in the European Union, you and Terrain are bound by the Standard Contractual Clauses for data protection as outlined by the EU.
7. Cookies and Tracking Technologies
A cookie is a small piece of information that is placed on your computer when you visit certain websites. Terrain uses technical cookies that help to make the Terrain website work as efficiently as possible; remember your login details; simplify your visit and enhance the dialog ergonomics.
As is true of most websites, Terrain gathers certain information automatically. This information may include Internet Protocol (IP) addresses, browser type, Internet Service Provider (ISP), referring/exit pages, operating system, date/time stamp and/or clickstream data.
If Terrain offers a newsletter and you choose to subscribe, Terrain will use your name and email address to send the newsletter to you. You may choose to stop receiving newsletters or marketing emails by following the unsubscribe instructions included in these emails, accessing the email preferences in your account settings page, or contacting us at email@example.com.
Cookies are small text files which are downloaded to your computer, tablet or mobile phone when you visit a website or application. The website or application may retrieve these cookies from your web browser (eg Internet Explorer, Mozilla Firefox or Google Chrome) each time you visit, so they can recognise you, remember your preferences and provide you with a more secure online experience.
Cookies generally do not hold any information to identify an individual person, but are instead used to identify a browser on an individual machine.
If you prefer, you can restrict, block or delete cookies by changing your browser settings but that may mean that the website won't work properly
For more information about cookies and their impact on you and your browsing visit www.aboutcookies.org
Types of cookies
These cookies are essential in helping you to make use of the features and services we offer on the Terrain website. Without these cookies, the services you want to use cannot be provided. These cookies do not gather information about you that could be used to identify you, and they do not monitor or remember where you have been on the internet.
These cookies allow us to provide you with a better online experience when you use our website. They do not gather or store any information which would allow us to identify you personally.
Performance cookies help us to understand how our customers use our site, so we can keep our products and services relevant, easy to use and up to date. For example, we can see which products and services are most popular, identify when and where errors occur, and test different versions of a page in order to provide an improved online experience.
Sometimes, the services we use to collect this information may be operated by other companies on our behalf. They may use similar technologies to cookies, known as "web beacons" or "tags". These are anonymous and, as they are only used for statistical purposes, they do not contain or collect any information that identifies you.
We have relationships with carefully selected and monitored suppliers (third parties) who may also set cookies during your visit. The purpose of these cookies is "behavioural advertising" (also known as "behavioural targeting" or "remarketing"), which is a means of showing you relevant products and services based on what you appear to be interested in. Although these cookies can track your visits around the web they don't know who you are. Without these cookies, online advertisements you encounter will be less relevant to you and your interests.
Most internet browsers allow you to erase cookies from your computer hard drive, block all cookies (or just third-party cookies) or warn you before a cookie is stored on your device.
Please note, if you choose to block all cookies, our site will not function as intended and you will not be able to use or access many of the services we provide. If you have blocked all cookies and wish to make full use of the features and services we offer, you will need to enable your cookies. You can do this in your browser (see below).
Rather than blocking all cookies, you can choose to only block third-party cookies which will still allow our website to function as intended.
HOW TO MANAGE COOKIES ON YOUR PC
To enable cookies on our website, follow the steps below.
Click "Tools" at the top of your browser and select "Settings".
Click "Show advanced settings", scroll down to the section "Privacy" and click "Content Settings."
Select "Allow local data to be set". To only acept first-party cookies, check the box next to "Block all third-party cookies without exception"
Microsoft Internet Explorer 6.0, 7.0, 8.0, 9.0
Click "Tools" at the top of your browser and select "Internet Options", then click the "Privacy" tab.
Click "Tools" at the top of your browser and select "Options".
Then select the "Privacy" icon.
Click the "Cookies" and select "Allow pages to create a cookie."
Click the gear icon at the top of your browser and select "Settings".
HOW TO MANAGE COOKIES ON YOUR MAC
To enable cookies on our website, follow the steps below.
Microsoft Internet Explorer 5.0 on OSX
Click on "Explorer" at the top of your browser and select "Settings".
Scroll down to the "Cookies" section in the "Received Files".
Select "Do not ask."
Safari on OSX
Click "Safari" on the top of your browser and select "Settings".
Click the "Privacy" and then "Enable cookies."
Select "only the pages you have visited."
Mozilla and Netscape on OSX
Click "Mozilla" or "Netscape" at the top of your browser and select "Settings".
Scroll down to the "Cookies" under "Privacy & Security".
Select "Allow cookies only to the original site."
Click "Menu" on the top of your browser and select "Settings".
Then select "Options" tab and the "Advanced".
Select "Enable cookies."