USGP-20211007

This United States Government Plus End User License Agreement (EULA) hereafter referred to as 'this Agreement' is an agreement between the United States Government (USG) (Licensee) and the Contractor (Licensor). The EULA is incorporated into the Licensor's contract ('the Contract') and is legally binding on the parties.

1. The following definitions apply to this Agreement:
1.a 'Licensed Material' means the data, metadata, and products provided by the Licensor that are delivered or otherwise made available for the Licensee's use as set forth in this Agreement. This term strictly applies to the forms, formats, and other supporting data as received by the Licensee.
1.b 'Licensed User' means an authorized recipient and end user of Licensed Material according to Section 3 of this Agreement.
1.c 'Value-Added Product' means a work that is created when a Licensed User modifies Licensed Material-through technical manipulation, addition of data, or both-where the principal features and characteristics of the source Licensed Material are retained in the work and are extractable through technical means. Value-Added Products created from Licensed Material received under this Agreement are considered Licensed Material.
1.d 'Derived Product' means a work that is created when a Licensed User exploits Licensed Material in a manner that irreversibly modifies and uncouples the work from its source, such that extraction of the principal features and characteristics of the source Licensed Material is impracticable. Derived Products are not considered Licensed Material.
1.e 'Share' or 'Sharing' means the physical or electronic transfer of Licensed Material to a Licensed User.
1.f 'Third-Party' means any organization or party that is not listed as a Licensed User in Section 3 of this Agreement.
1.g 'Government Purpose(s)' means for the benefit of the USG. Government Purpose is subject to the limitations set forth in Section 4. Government Purpose ceases upon conclusion of the specific program, mission, or requirements.

2. Per this Agreement, the Licensor grants the USG a perpetual, non-exclusive, nontransferable, irrevocable, worldwide license to the Licensed Material as set forth below:
2.a License purchased rights for Licensed Material are in perpetuity.
2.b Licensed Users may generate and share unlimited hardcopies and softcopies of the Licensed Material in accordance with Section 3.
2.c Licensed Users may generate unlimited Value-Added Products from Licensed Material and share such products as described in Section 3.
2.d Licensed Users may generate unlimited Derived Products from the Licensed Material and share products without restriction except as set forth herein in Section 4.
2.e The Licensee and Licensed Users shall preserve the Licensor's copyright markings and copyright metadata in Value-Added Products.
2.f Copyright markings shall be included on all Derived Products as appropriate.

3. Per this Agreement, the Licensor grants the Licensee the following United States Government Plus license for the purchase of Licensed Material, which allows for unlimited sharing to Licensed Users as described herein:
3.a Licensed Material are shareable with all portions of the USG defined under Title 5 U.S.C. 101-105.
3.b Licensed Material are shareable with the Executive Office of the President, members of Congress, and Congressional staff involved in the oversight of the entities identified in Sub-Section 3.a.
3.c Licensed Material are shareable with foreign governments, intergovernmental entities, and international defense and coalition partners for Government Purposes.
3.d Licensed Material are shareable with state and local governments, territories, and tribal authorities within the US for Government Purposes.
3.e Licensed Material are shareable with non-governmental organizations and/or non-profit organizations working for the purpose of entities found in Sub-Sections 3.a, 3.b, 3.c, and 3.d.
3.f Licensed Material are shareable with contractors and/or grant recipients supporting entities identified in Sub-Sections 3.a, 3.b, 3.c, 3.d, and 3.e solely for the purpose of executing their contracts.

4. Per this Agreement, the Licensor grants the Licensee and all Licensed Users the rights to share Licensed Material subject to the following restrictions:
4.a The Licensee and all Licensed Users will provide reasonable efforts to avoid providing copies of or access to the Licensed Material beyond what is necessary for the fulfillment of the Government Purpose. The USG will notify the Licensor upon awareness of any issues. The Licensor and Licensee will collaborate and coordinate regarding any concern.
4.b The Licensee and all Licensed Users will provide reasonable efforts to avoid making the Licensed Material available under any open source license or agreement to any Third Party or use the Licensed Material in a manner that would subject the Licensed Material to become subject to any open source license except where stated herein. The USG will notify the Licensor upon awareness of any issues. The Licensor and Licensee will collaborate and coordinate regarding any concern.
4.c The Licensee and all Licensed Users will provide reasonable efforts to avoid allowing the Licensed Material to be made available to any Third Party for any commercial or revenue generating purpose except where stated herein. The USG will notify the Licensor upon awareness of any issues. The Licensor and Licensee will collaborate and coordinate regarding any concern.
4.d The Licensee and all Licensed Users will provide reasonable efforts to avoid providing copies of or access to the Licensed Material to a Third Party for their own use, apart from supporting the applicable contract, except where stated herein. The USG will notify the Licensor upon awareness of any issues. The Licensor and Licensee will collaborate and coordinate regarding any concern.
4.e The Licensee and all Licensed Users will provide reasonable efforts to avoid allowing a Third Party to disclose or share the Licensed Material with another Third Party (or the public), either publicly or privately, except where stated herein. The USG will notify the Licensor upon awareness of any issues. The Licensor and Licensee will collaborate and coordinate regarding any concern.
4.f The Licensee and all Licensed Users may not place the Licensed Material, or allow the Licensed Material to be placed, into the public domain or otherwise be publicly shared (e.g., public websites) except where stated herein.
4.g The Licensee and all Licensed Users will provide reasonable efforts to not allow the Licensee, all Licensed Users, or any Third Parties (a) to place Digital Elevation Model(s) (DEMs) derived from Licensed Material into the public domain or otherwise be publicly shared (e.g., public websites) except where stated herein or concurred with by the Licensor or (b) to sell or otherwise disseminate any DEM derived from Licensed Material for revenue generating purposes, except where stated herein or concurred with by the Licensor. DEMs created by Licensed Users from Licensed Material may only be used for Government Purposes.
4.h The Licensee and all Licensed Users will provide reasonable efforts for oversight and control of the use of the Licensed Material. The USG will notify the Licensor upon awareness of any issues. The Licensor and Licensee will collaborate and coordinate regarding any concern.

5. Limited Warranty:
5.a The Licensor disclaims all other warranties of any kind, whether express or implied, relating to the Licensed Material, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, or noninfringement; and (b) any warranty arising out of course of dealing, usage, or trade. The Licensor does not warrant that the Licensed Material will be uninterrupted or free of errors. Upon notification, corrective action will be taken in accordance with the contract or purchase order.
5.b The USG will notify the Licensor in writing within twenty-one (21) calendar days after the date of delivery if the Licensed Material does not conform to the stated specifications.

6. Liability:
6.a To the fullest extent permitted by law, in no event will the Licensor or its affiliates be liable to the USG or any party identified in Section 3 for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to their use of the Licensed Material whether based on warranty, contract, tort (including negligence), statute, or any other legal theory.
6.b This Agreement shall not impair the USG's right to recover for fraud or other crimes arising out of or related to this Agreement under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. Furthermore, this Agreement shall not impair nor prejudice the USG's right to express remedies provided in an existing government contract.

7. Any provisions of this Agreement that conflict with USG regulations are hereby superseded by the USG regulations to the extent required by applicable law. If there are any inconsistencies in this Agreement, the contract terms and conditions and statement of work shall take precedence.

8. The Licensee may not assign or transfer this Agreement, or USG rights under this Agreement, outside the scope of this Agreement, in whole or in part, by operation of law or otherwise, without the Licensor's prior written consent.

9. Questions or concerns regarding this Agreement or the Licensed Material described under this Agreement should be directed to the National Reconnaissance Office.