Legal

Terms of Service

Draft, pending legal review. This document is not final. Highlighted placeholders must be completed and the whole reviewed by counsel before it is relied upon.

Version 1.0 - Last revised: [EFFECTIVE_DATE]

The website at zerosat.io and the Zerosat tasking service (together, the "Service") are owned and operated by [LEGAL_ENTITY] ("Zerosat," "us," "our," or "we").

These Terms of Service ("Terms") govern your use of the Service. By accessing or using the Service, or by clicking "I agree" when presented, you agree to these Terms on behalf of yourself or the entity you represent, and you confirm you have authority to do so. You must be at least 18 years old. If you do not agree, do not use the Service.

IMPORTANT: PLEASE READ SECTION 11 CAREFULLY. It contains an agreement to resolve disputes through binding individual arbitration, and a waiver of class action and jury trial rights. You have 30 days to opt out (Section 11.10).

1. Accounts

  1. Creating an account. Some features require an account. You agree to provide accurate, complete information and keep it current. You may delete your account at any time. We may suspend or terminate accounts under Section 8.
  2. Account security. You are responsible for keeping your credentials confidential and for all activity under your account. Notify us immediately at [security@zerosat.io] if you suspect unauthorized access. We are not liable for losses resulting from your failure to secure your credentials.

2. The Service: what Zerosat is and is not

  1. Decision and brokerage layer. Zerosat plans satellite collections across multiple third-party imagery vendors and, when you approve and pay for a collection, arranges for that collection to be ordered from the relevant vendor. Zerosat does not own, operate, or control any satellite, sensor, or ground station.
  2. Third-party fulfillment. Imagery is captured and delivered by independent vendors under their own terms. We are not responsible for a vendor's acts, omissions, pricing changes, or delivery. Your rights in delivered imagery are governed by the applicable vendor's license as passed through to you; you may use imagery only as that license permits.
  3. Feasibility is not guaranteed. Whether a collection can be tasked and whether it succeeds depend on factors outside our control: satellite availability, orbital access windows, weather, cloud cover, vendor capacity, and government or vendor restrictions. Access windows, image quality estimates (e.g. NIIRS), prices, and weather figures shown in the Service are estimates, not guarantees, and prices priced from a notional model are not offers to sell (Section 4).
  4. No professional advice. Outputs of the Service are decision-support information, not intelligence, legal, safety, or professional advice. You are responsible for how you use them.

3. Ordering and fulfillment

  1. How an order works. You create a proposal, approve it, and pay before any collection is tasked. Payment authorizes us to place the corresponding vendor order on your behalf. We do not place vendor orders automatically; they are placed by our operators after payment.
  2. Firm quotes. A collection priced from a notional/simulated model is not chargeable; a firm price requires a live vendor quote. We may decline or refund an order if a live vendor quote materially differs from the estimate, or if the collection cannot be tasked.
  3. Timing. We aim to place the vendor order within the fulfillment window stated at checkout. Delivery timing thereafter depends on the vendor and on collection feasibility.

4. Fees, payment, and refunds

  1. Pricing. You pay the imagery cost plus a flat Zerosat tasking fee shown before you pay. Fees are stated at checkout and may change prospectively.
  2. Payment processing. Payments are processed by Stripe. We do not receive or store your full card details. Your use of Stripe is subject to Stripe's terms and privacy policy.
  3. Charged before tasking. Collections are charged before the vendor order is placed. No payment, no tasking.
  4. Refunds. Refunds are governed by our Refund Policy ([/refunds URL]), which is incorporated by reference. In summary: if a paid collection cannot be tasked, you receive a full refund.
  5. Taxes. Prices exclude taxes unless stated. You are responsible for any applicable taxes other than taxes on our net income.

5. Acceptable use

You agree not to: (i) use the Service to violate any law, export control, or third-party right; (ii) task, collect, or use imagery for unlawful surveillance, harassment, or any purpose prohibited by applicable law or by the imagery vendor's license; (iii) resell, sublicense, or redistribute imagery except as the vendor license permits; (iv) disrupt, probe, overload, or circumvent the security of the Service; (v) access the Service to build a competing product, or scrape or reverse-engineer it; or (vi) misrepresent your identity, authority, or the end use or end user of any collection.

6. Access, license, and ownership

  1. License to you. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.
  2. Restrictions. You may not modify, create derivative works from, reverse-engineer, or commercially exploit the Service except as expressly permitted. All proprietary notices must be kept intact.
  3. Changes to the Service. We may modify, suspend, or discontinue the Service at any time, with or without notice, without liability.
  4. Ownership. All intellectual property in the Service belongs to Zerosat or its suppliers. These Terms transfer no ownership except the limited license in 6.1. Delivered imagery is licensed to you by the vendor as described in 2.2, not owned by you unless that license so provides.
  5. Feedback. If you send feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without attribution. Do not send feedback you consider confidential.

7. Privacy

Your use of the Service is governed by our Privacy Policy ([/privacy URL]), incorporated by reference. It describes what we collect, how we use it, and when we share it. Areas of interest and coordinates you enter are treated as your confidential customer data and are not sold. If these Terms conflict with the Privacy Policy on data handling, the Privacy Policy controls.

8. Indemnification

You agree to defend, indemnify, and hold harmless Zerosat and its officers, employees, and agents from claims and reasonable costs or attorneys' fees arising out of (i) your use of the Service, (ii) your violation of these Terms, (iii) your violation of any law or regulation (including export control), or (iv) your use of any imagery. We may assume control of the defense at your expense; you will cooperate and will not settle without our consent.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ZEROSAT AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY COLLECTION WILL BE FEASIBLE, SUCCESSFUL, OR OF ANY PARTICULAR QUALITY.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) ZEROSAT AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; AND (B) OUR TOTAL LIABILITY FOR ANY CLAIM IS CAPPED AT THE GREATER OF (i) $100 USD AND (ii) THE AMOUNT YOU PAID US IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT INCREASE THIS CAP. [confirm the cap with counsel: a per-order or fees-paid cap may fit a paid service better than a flat $100.]

11. Dispute resolution: binding arbitration (JAMS)

Please read carefully. This affects your legal rights, including your right to sue in court and to a jury trial.

  1. Applicability. Except as below, you and Zerosat agree to resolve all disputes arising out of or relating to the Service or these Terms through binding individual arbitration, not in court. Exceptions: (i) individual small-claims matters; and (ii) requests for equitable relief to protect intellectual property.
  2. Try to resolve first. Before arbitration, send an Informal Notice to [disputes@zerosat.io]. The parties will confer within 45 days. If unresolved within 60 days, either party may start arbitration.
  3. Rules. Arbitration is administered by JAMS. Claims under $250,000 use JAMS Streamlined Rules; larger claims use JAMS Comprehensive Rules. Unless agreed otherwise, arbitration is conducted in the county where you live.
  4. Authority of arbitrator. The arbitrator decides all arbitrable disputes except those the class-action-waiver carve-outs reserve to courts. The award is final and binding.
  5. Jury waiver. YOU AND ZEROSAT WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY FOR ALL COVERED CLAIMS.
  6. Class action waiver. ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.
  7. Fees. Each party bears its own attorneys' fees unless the arbitrator finds a claim frivolous.
  8. Batch arbitration. If 100+ substantially similar demands are filed by a coordinated group within 30 days, JAMS will batch them into groups of 100.
  9. Severability. If any part of this section is invalid, it is modified to the minimum extent necessary; the rest remains in effect.
  10. Opt-out. You may opt out within 30 days of first accepting these Terms by written notice to [ADDRESS] or [disputes@zerosat.io], including your name, address, and a clear statement that you opt out.

12. Export control and lawful use of imagery

  1. Compliance. The Service and imagery obtained through it may be subject to U.S. export control and sanctions laws (including the EAR, and to the extent applicable ITAR and OFAC sanctions programs) and to remote-sensing licensing administered by NOAA. You agree to comply with all such laws.
  2. Your representations. You represent that you are not located in, and are not ordering on behalf of anyone in, an embargoed country or on a U.S. restricted-party list; and that you will not use, export, re-export, or transfer the Service or any imagery in violation of applicable law.
  3. End use / end user. You agree to provide accurate end-use and end-user information on request and not to use imagery for any prohibited end use.
  4. Our rights. We may refuse, delay, or cancel any order, and may withhold or restrict imagery, where required for legal compliance or where a vendor's or government's restrictions apply.

[Counsel must confirm the actual export/licensing posture (commercial remote-sensing reseller under NOAA licensing? any ITAR nexus? screening process for restricted parties?) and tailor this section. Do not publish as-is without that review.]

13. Term and termination

These Terms remain in effect while you use the Service. We may suspend or terminate access at any time, including for a violation of these Terms, without liability. Upon termination, Sections 2.2, 4, 6.2–6.5, and 8–14 survive. Paid-but-unfulfilled collections at termination are handled under the Refund Policy.

14. General

  1. Changes to Terms. We may update these Terms. For material changes we will give notice by email or a prominent notice on the site; continued use after notice means acceptance.
  2. Governing law and venue. These Terms are governed by the laws of the State of [GOVERNING_STATE], without regard to conflict-of-law rules. For disputes not subject to arbitration, the parties consent to the exclusive jurisdiction of the courts in [VENUE_COUNTY], [GOVERNING_STATE], except that either party may seek equitable relief for IP claims in any competent court, or bring an individual small-claims action.
  3. Electronic communications. You consent to receive communications electronically; these satisfy any legal writing requirement.
  4. Entire agreement; assignment. These Terms (with the Privacy Policy, Cookie Notice, and Refund Policy) are the entire agreement. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains. You may not assign these Terms without our consent; we may assign freely.
  5. State-specific notices. [add California §1789.3 consumer-rights notice with entity name/address, and any other required state notices, per counsel.]
  6. Contact. [legal@zerosat.io] / [ADDRESS].

Copyright © [YEAR] [LEGAL_ENTITY]. All rights reserved.