Platform Services Agreement

1. Introduction

This Platform Services Agreement is entered into between you and NSG UP42 and governs your use of the Platform and Services. As used in this Agreement, “NSG UP42,” “we,” “us,” and “our” refer to National Company for Spatial Data (“NSG UP42”), a limited liability company incorporated in pursuant to the laws of the Kingdom of Saudi Arabia and registered in Riyadh under commercial registration number 1009118681 dated 13/04/1446H having its head office at Building 7555, Airport Road, 2474 Qurtubah Dist., Postal code 13244, Riyadh, the Kingdom of Saudi Arabia, a wholly owned subsidiary of National Space Company, a closed joint stock company incorporated pursuant to the laws of the Kingdom of Saudi Arabia and registered in Riyadh under commercial registration number 1010851724 dated 12/06/1444H located at Building 7555, Airport Road, 2474 Qurtubah Dist., Postal code 13244, Riyadh, the Kingdom of Saudi Arabia. Any reference to “you” or “your” means the individual interacting with our Platform and any legal entity on whose behalf you are acting. Further definitions can be found in § 18.

2. Acceptance of Terms

You agree to be bound by this Agreement upon registration, purchase of Credits, or use of the Platform or Services. We reserve the right to modify this Agreement, with changes effective immediately upon posting. Your continued use of the Platform or Services signifies your acceptance of any revisions.

3. Registration

To use the Services, you need to create an account with a valid email and accurate information. We will only use your account information in accordance with our Privacy Policy. You can find further information about account registration here. During or after registration, you can upgrade your account to a different plan. More information is available here.

4. Grant of License

Subject to this Agreement and any agreement incorporating its terms, NSG UP42 grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform and Services in accordance with this Agreement.

5. Restrictions

You must not do any of the following:

5.1 Modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any portion of the Platform or Services unless otherwise expressly agreed in writing;

5.2 Reverse engineer, disassemble, or decompile the Platform or Services or apply any other process or procedure to derive the source code of any software included in them, except where such actions are permitted under applicable law;

5.3 Engage in conduct that may harm us or other users or expose us or them to liability;

5.4 Use devices, software, or methods that disrupt the normal functioning of the Platform or Services;

5.5 Access or use the Platform or Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or

5.6 Use the Platform or Services in any manner not expressly permitted under this Agreement or applicable law.

6. Scope of Services

6.1 Once registered, we provide Services according to your plan. More information regarding account plans can be viewed here.

6.2 We implement reasonable measures to secure your content against loss, access, or disclosure. Your content will be stored in Saudi Arabia and any transfer of data across borders will comply with applicable Saudi PDPL and foreign data protection laws, where applicable.

6.3 We reserve the right to modify all or part of the Website, Platform, and Services at any time, including deleting, modifying, or varying elements, features, and functions.

7. Support and Maintenance

Technical support and maintenance will be provided according to your plan or any service-level agreement in effect.

8. Your Responsibilities

In addition to any other obligation you may have under this Agreement, you must adhere to the following:

8.1 You must use the Platform and Services legally and ethically.

8.2 You must accept any applicable end-user license agreement prior to accessing or using any Content on the Platform.

8.3 You may not share your account details, upload harmful or unlawful content, or engage in unauthorized activities.

8.4 If you upload Content to the Platform, it must comply with all applicable laws and Platform policies.

8.5 You are solely responsible for all activities conducted under your account. You must notify us immediately if you suspect any unauthorized use of your account or user profile, or any other security breach.

9. Third-Party Content

Some Content and services on the Platform come from third parties and may have specific restrictions or licenses, which you are required to accept as a condition of your access to or use of them. NSG UP42 is not responsible for any third-party websites or Content accessed through the Platform.

10. Purchases

10.1 Credits. Using Services or acquiring Content may require purchasing Credits, which expire 24 months from purchase. Prices are subject to change, and Credits are non-refundable. Further information regarding Credits can be found here.

10.2 Purchase Terms. All purchases made on the Platform are subject to NSG UP42’s Terms of Purchase, which are incorporated into this Agreement by reference.

11. Suspension and Termination

11.1 Generally. Subject to our determination and discretion, we can suspend or terminate your account immediately upon notice for reasons such as non-payment, security risks, legal or ethical violations, breach of contract, or providing false information.

11.2 Suspension. If we suspend your account, you remain responsible for all fees and charges during the suspension, and you will not be entitled to any service credits under any service level agreement for the period of suspension.

11.3 Termination by You. You can terminate this Agreement by closing your account.

11.4 Termination for Convenience. We can terminate this Agreement for any reason by giving you 30 days’ written notice.

11.5 Effect of Termination. Upon termination of this Agreement for any reason, all rights granted to you under this Agreement will immediately cease, and you will pay all outstanding amounts, as well as any amount owed to us that has not become due, in which latter case the due date will be automatically accelerated to the date of termination of this Agreement.

12. Confidentiality

Each Party will protect any information disclosed by the other Party that is identified as confidential or that reasonably should be considered confidential and use that information only for the purpose of fulfilling its obligations under this Agreement.

13. Ownership and Intellectual Property Rights

13.1 Anything you upload to the Platform remains yours, but you allow us to use it as necessary to provide the Service.

13.2 We or our licensors retain full rights to the Platform, Services, and Content.

14. Representations, Warranties, and Disclaimers

14.1 By You. You represent and warrant to us that you have full legal authority to enter into this Agreement on behalf of yourself or the entity you represent; that you or your licensors have all necessary rights in any Content you upload to the Platform; and that neither you, nor your affiliates, nor your financial beneficiaries, nor any party that owns or controls you or your financial beneficiaries, are subject to any sanctions, restrictions, prohibitions, or designations under applicable sanctions laws.

14.2 This includes but is not limited to sanctions or watchlists maintained by the Kingdom of Saudi Arabia (including entities such as the Saudi Central Bank (SAMA) and the Ministry of Interior), the Gulf Cooperation Council (GCC), the United Nations Security Council, the U.S. Government (including the Office of Foreign Assets Control (OFAC)), the European Union or any of its Member States, or any other applicable governmental authority.

14.3 You further warrant that your use of the Platform and Services will not cause us to be in violation of any applicable sanctions or export control laws. You agree to promptly notify us in writing if you, or any party related to you as outlined above, becomes subject to such sanctions or restrictions during the term of this Agreement, and you acknowledge that such a change may entitle us to suspend or terminate the Agreement without liability.

14.4 NSG UP42’s Limited Warranty. NSG UP42 warrants that it has sufficient rights in the Platform and Services to make these available to you.

14.5 Disclaimer. NSG UP42 provides the Platform, Services, and Content “as is,” without any warranty. We disclaim all other warranties, conditions, representations, indemnities, and guarantees about them, whether express or implied, arising by law, custom, earlier oral or written statements by us, or otherwise, including any warranty of merchantability, satisfactory quality, fitness for particular purpose, and noninfringement. We do not warrant that the Platform, Services, or Content will meet your needs or expectations or those of your customer.

15. Limitation of Liability

15.1 Unless otherwise agreed in a separate service-level agreement, we will not be liable to you for costs or damages caused by any Platform failure, including planned periods of unavailability, failure, delay, or limitation of the Platform or any component of it.

15.2 In case of intentional harm or gross negligence on the part of either Party or its agents in performance, such Party is liable according to the provisions of applicable law. The same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentional, the breaching Party’s liability for damages will be limited to the damage reasonably predictable.

15.3 Subject to the provisions above and the extent applicable law requires liability, under no circumstances will a Party, its licensors, or associated persons be liable for punitive or consequential damages, including indirect, special, or incidental damages, or for lost profit—foreseeable or unforeseeable—based on claims by the other Party, its affiliated agents, associated persons, or customers. The Parties expressly waive the right to claims for these damages, including claims for loss of data, goodwill, use of funds or products, interruption in use or availability of data, stoppage of work, or impairment of assets. In no event will our aggregate liability under all claims arising out of this Agreement exceed the total amount paid by you under this Agreement in the 12 months preceding any claim.

16. Indemnification

Subject to the limitations of liability above, each Party will indemnify the other Party against any damage, loss, liability, expense, or other claim—including costs and fees for defending that claim—that the indemnified Party incurs because of any breach of this Agreement by the indemnifying Party. Any other claim or remedy that the Parties may assert under this Agreement or by law is reserved.

17. Miscellaneous

17.1 Force Majeure. With the sole exception of payment obligations, neither Party will be liable for—or be considered in breach or default of this Agreement, on account of—any delay or failure to perform as required by this Agreement because of a cause or condition that is unforeseeable and beyond the applicable Party’s reasonable control.

17.2 Data Protection. This Agreement is subject to and incorporates NSG UP42’s Privacy Policy, which can be viewed here.

17.3 Compliance with Laws. You will ensure that your use of the Platform and the Services complies with all applicable laws and regulations, including those in the jurisdictions in which either Party or its affiliate is registered, and including but not limited to, export control and anti-corruption. You will provide reasonable assurances of your compliance to us upon request. You must not upload any controlled item or data to the Platform without our prior written authorization.

17.4 Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, or termination, shall be finally resolved by arbitration administered by the Saudi Center for Commercial Arbitration (SCCA) in accordance with its rules. The seat of arbitration shall be Riyadh, Kingdom of Saudi Arabia, and the arbitration shall be conducted by a sole arbitrator. The language of the arbitration shall be Arabic.

17.5 Severability. If any part of this Agreement is for any reason held to be unenforceable, the rest of it remains fully enforceable. The Parties will replace the unenforceable term with an enforceable term reflecting as close as possible the spirit and objectives of the unenforceable or invalid term.

17.6 No Waiver. Unless otherwise stated in this Agreement, the failure of either Party to enforce any term of this Agreement will not be interpreted as a waiver or limitation of that Party's right to later enforce and compel strict compliance with every term of this Agreement.

17.7 Notices.

To you: NSG UP42 can notify you about any changes under this Agreement by sending a message to the email address associated with your account or by publishing a post on the Website. It is your responsibility to keep your email address current and to regularly check the Website and your account.

To NSG UP42: To notify NSG UP42 about any changes under this Agreement, you must contact us by sending a message to the following email address: support@sa.up42.com. NSG UP42 may update its email address by sending a message to the email address associated with your account.

17.8 Language. Unless otherwise agreed, the Parties shall conduct all correspondence and communications under this Agreement in the Arabic language, which shall be the binding and controlling language for all matters relating to the interpretation or enforcement of this Agreement, including in any arbitration proceedings. Any translation of this Agreement into another language, including English, is provided for convenience only. In the event of any inconsistency between the Arabic version and any translated version, the Arabic version shall prevail.

17.9 Electronic Contracting. Neither Party shall contest the validity of this Agreement, or any acknowledgment of it, on the basis that it was transmitted electronically or contains an electronic signature.

17.10 Subcontracting and Assignment. You may not assign, delegate, subcontract, or otherwise transfer any of your rights or obligations under this Agreement to any third party without our prior written consent. NSG UP42 may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of NSG UP42’s assets.

17.11 Nonexclusive Rights. Each Party may develop or have developed similar or competing products, services, concepts, systems, or techniques, and may assist third parties who offer competing products or services.

17.12 No Third-Party Beneficiaries. This Agreement is entered into solely between the Parties and may be enforced only by them and their permitted assigns. It is not intended to confer any further benefit or right beyond those expressly given. This Agreement will not create any right in or liability to any third party, including suppliers, customers, end-users, and owners of a Party, or to create any obligation of a Party to any third party, none of which may enforce any provision in this Agreement, without limitation. The Parties expressly reserve the right to modify, amend, or terminate any provision in this Agreement without the consent of or notice to any third party.

17.13 Relationship of the Parties. This Agreement does not constitute, create, give effect to, or imply a joint venture, pooling arrangement, agency, employer-employee relationship, partnership, or formal business organization of any kind.

17.14 Complete Agreement. This Agreement contains the entire understanding between the Parties about its subject matter. It replaces all earlier and written or oral negotiations and agreements between the Parties. It may be amended only in writing, signed or acknowledged by both Parties. All referenced documents, including those found at a web address, are incorporated into and form an integral part of this Agreement.

18. Definitions

As used throughout this Agreement, the following capitalized terms have the meanings indicated below:

18.1 “Agreement” means this Platform Services Agreement, including any documents attached to it or incorporated by reference.

18.2 “Content” means any imagery, software (including machine images), data, text, audio, video, images, or APIs.

18.3 “Credits” means the unit of measure for the use of the Services or acquisition of Content on the Platform. Credits are further described here.

18.4 “Party” or “Parties” means you or NSG UP42, individually or collectively.

18.5 “Platform” means the NSG UP42 online geospatial marketplace, located on the Website.

18.6 “Privacy Policy” refers to the document located here.

18.7 “Service” means the use of the Platform and any service or solution provided by NSG UP42 or by a third party on the Platform.

18.8 “Terms of Purchase” means a contract between you and UP42 for the purchase of Credits or other products and services, which is located here.

18.9 “Website” means sa.up42.com.