Terms of service

01Overview

Please read the following document carefully before accepting it and registering with the neobora.ai application (hereinafter, the "Application"). In particular, through the Application you will have access to certain services (hereinafter, the "Services") that are provided under these general terms of Service (hereinafter, the "Terms"). By using or accessing the Application in any way, or by viewing or browsing the site, you agree to be bound by these Terms.

For the purposes of these Terms, the term "Application" covers both the application accessible through a web browser (hereinafter, the "Web Application") and the application installable on the user’s computer (hereinafter, the "Desktop Application"), as well as the API and the other components that Innovageo Software makes available to the Customer. Unless expressly stated otherwise, references to the Application shall be understood as made to both.

"Project" means the cloud workspace in which the Customer’s geospatial data is organised. "Project Owner" means the Customer with a current paid subscription under whose account the Project has been created, and "Invited User" means any user to whom the Project Owner has granted access to that Project. The scope of the Invited User’s actions —viewing, editing or administration— is determined at any time by the Project Owner through the Application’s permission settings.

02Intellectual property

The Application, its source code and assets are the exclusive property of Innovageo Software SLU, belonging to the Innovation Side Holding SLU group, and are fully protected by international copyright laws and other intellectual property rights.

03Registration and account on the Application

In order to access the Services offered through the Application, you must register and create a personal, non-transferable account (hereinafter, the "Account"), providing us with an email and billing details at the time of making any payment, which will be processed in accordance with our Privacy Policy.

This Account is personal and the access data is considered strictly confidential information, with you being fully responsible for the activity carried out on the Account. Innovageo Software will in no case be liable for any damages or losses that may be caused to the Customer as a result of the use of the Account.

In order to maintain control over the Account, you must take all necessary measures to prevent the use of the Account by unauthorized persons, such as, by way of example but not limitation, maintaining control of all devices used to access the Account and not disclosing the password to third parties.

You agree to notify Innovageo Software through our contact page if you detect or suspect unauthorized use of the Account, the access credentials, or any other functionality permitted in your Account.

Finally, you acknowledge and accept that We may cancel or terminate the Account or suspend it in order to protect you, Us or any other user or third party, as a result of identity theft or fraudulent access to the Account.

04Billing and cancellation

Billing cycle. The subscription fee for the Service will be charged to your Payment Method. The length of your billing cycle depends on the type of subscription plan you chose when signing up for the service. In some cases, the billing date may change; for example: if your Payment Method has not been set up correctly, if you have changed your subscription plan, or if your paid subscription began on a day not included in a given month. Visit the Application and click on the "Customer Portal" link on the "User Profile" page to check the date of your next payment.

Payment Methods. To use paid services, you must provide one or more Payment Methods. If your primary Payment Method is declined or is no longer available for us to charge your subscription fee, you authorize us to charge you through any other Payment Method associated with your account. You will remain responsible for any uncollected amounts. If we are unable to collect a payment (for reasons such as your Payment Method expiring, insufficient funds, or any other cause) and you do not cancel your account, we may suspend your access to the service until we have collected the debt through a valid Payment Method.

Updating your Payment Methods. You can update your Payment Methods by clicking on "Customer Portal" on the "User Profile" page. After each update, you authorize us to continue charging you through the relevant Payment Method(s).

Retrieving your data after cancellation. For thirty (30) calendar days following the end of your last billing period, we will retain the data you had uploaded to the Application in read-only mode, so that you can download or export it. After that period it will be permanently deleted, with no obligation to retain or recover it thereafter. It is the Customer’s responsibility to download its data within that period; Innovageo Software assumes no obligation to assist in migrating the data to another provider.

Changes to prices and subscription plans. We may change our subscription plans and the price of our service whenever we consider it appropriate. We will notify you at least thirty (30) calendar days before changes to prices or your subscription plan take effect. If you do not want to accept the price change or the change to your subscription plan, you can cancel your subscription before the change takes effect. For annual subscriptions, price changes will not apply until the next renewal.

Right of withdrawal. If you contract as a consumer, you are informed that you have a period of fourteen (14) calendar days to withdraw from the contract without needing to give any reason. However, as this is a digital service with immediate access, if you request that performance begin during that period and expressly acknowledge that you will lose your right of withdrawal once the service has been fully performed, the right of withdrawal will be extinguished in accordance with consumer protection legislation. If the service has been only partially performed, you must pay the amount proportionate to the service actually provided.

05Subscription plans and free plan

The Services are provided in accordance with the plan contracted by the Customer. Plans differ in the volume of usage available —cloud storage, computing capacity and use of artificial intelligence features— as well as in the scope of the technical support Service. The features and limits in force for each plan are those published on the neobora.ai website at any given time.

Free plan. Innovageo Software offers a free plan that allows you, at no cost and without providing a payment method, to create geoportals by connecting data hosted by the user itself or by third parties through OGC interoperability standards, as well as to access the Projects to which a Project Owner has invited you, with the scope resulting from the permissions granted. The free plan does not include opening local data in the Desktop Application, nor the technical support Service.

06Application Services

The Application allows the Customer to benefit from a large number of features and Services, among which the following stand out:

• Publication and storage of geospatial data in the cloud.
• Creation of geoportals or web maps, publicly or restrictedly accessible, to share access to said geospatial data, with permission and view management.
• Connection and visualisation of geospatial data hosted by the Customer itself or by third parties through OGC interoperability standards, without the need to upload it to the Innovageo Software cloud.
• Performing visual inspections on images and exporting the results as a customized report.
• Editing and quality control of LiDAR, raster and vector data, including point cloud reclassification.
• Cloud processing and execution of algorithms, including artificial intelligence based algorithms, such as LiDAR point cloud classification, 3D vector extraction, generation of elevation models or distance reports.
• Transfer of large volumes of data through the transfer manager.
• Programmatic access to the Services through the Application’s API.
• Collaborative work by several users on the same Project, in accordance with the permissions granted by the Project Owner.

The above list is indicative and not exhaustive. Innovageo Software may add, modify or withdraw specific features of the Application, informing the Customer where the modification materially affects the contracted Services.

The technical support Service consists of help during the registration process, resolving questions regarding the use of the Application, understanding the estimated valuation, among others. Depending on the type of subscription, this service will be provided by email or in a more personalized way through remote support or videoconference. Technical support is not included in the free or trial plans.

07Desktop Application

The Desktop Application is a computer program that is installed and run on the user’s computer and forms part of the Application. The Desktop Application is licensed, not sold, under the terms set out in the "License to use the Platform" clause and in this clause.

Use without a paid subscription. The Desktop Application may be used free of charge by an Invited User to whom a Project Owner with a current paid subscription has granted access to its Project, with the scope resulting from the permissions granted by that Owner. This free license is not subject to any limit on the number of Invited Users.

With a current paid subscription, the Desktop Application allows data stored locally on the user’s computer to be opened and processed with no limitation as to volume or number of files on that account, without prejudice to the usage limits applicable to the contracted plan regarding cloud storage, computing and use of artificial intelligence.

Ancillary nature of the free license. The Invited User’s free license is ancillary to access to the Project and terminates automatically, without need for prior notice, when the Project Owner revokes that access, when the Project is deleted, or when the Project Owner’s paid subscription is cancelled, expires or is suspended. The Invited User acquires on this account no independent right of use over the Desktop Application.

Scope of the license. The license for the Desktop Application is personal, non-transferable and non-sublicensable, and is granted for installation and use by a named user. Its redistribution, assignment, lease, loan or making available to third parties is prohibited, as is its use to provide services to third parties by way of resale of capacity.

It is expressly prohibited to circumvent, disable, alter or attempt to bypass by any means the technical controls that delimit the scope of the license, and in particular those restricting the opening of local data in the absence of a current paid subscription.

Termination. Upon termination of the license for any reason, the user must cease using the Desktop Application and uninstall it from all computers on which it had been installed.

Versions and technical requirements. Innovageo Software will release updates to the Desktop Application as it deems appropriate, without assuming any obligation to maintain compatibility with earlier versions or to support versions that have become obsolete. Proper operation of the Desktop Application is conditional upon compliance with the minimum technical requirements published in the documentation, which it is the user’s responsibility to verify.

08Acceptable use of the Application

The Customer undertakes to use the Application in accordance with the law and with these Terms. In particular, and by way of example but not limitation, the Customer shall refrain from:

• Uploading, processing or publishing through the Application data or content over which it does not hold the necessary rights, or whose dissemination would be contrary to the law or to the rights of third parties.
• Using the Application to resell, lease or assign to third parties the contracted storage, computing or processing capacity, or to provide third parties with a service equivalent to that of the Application.
• Using the API or the Services in a manner that manifestly exceeds the limits of the contracted plan, or that degrades, overloads or compromises the availability of the Application for other users.
• Accessing or attempting to access other users’ Projects, accounts or data without authorization, as well as circumventing or attempting to circumvent the Application’s access control, permission or licensing measures.
• Using automated means of mass data extraction, scanning or unauthorized crawling on the Application or its infrastructure.
• Decompiling, disassembling or reverse engineering the Application, beyond what is permitted by mandatory law or by the licenses of the third-party components.

Breach of the provisions of this clause entitles Innovageo Software to suspend access to the Services in accordance with the "Term, suspension and termination" clause.

09Warranties and liability

Innovageo Software has made every effort to ensure the accuracy, reliability and standards compliance of the Application and its outputs. However, and to the maximum extent permitted by applicable law, the Application and its outputs are provided "as is" and "as available", without any warranty of any kind, express or implied, as to their nature, standard, precision, accuracy, completeness or suitability for the Customer’s particular circumstances.

It is the Customer’s responsibility to assess the suitability of the Application’s outputs for the purpose it intends to give them, and to verify them where they are to form the basis of decisions with legal or economic effects or effects on the safety of persons or property. The Application is a support tool and does not replace the professional judgement of the person using it.

To the maximum extent permitted by applicable law, Innovageo Software shall not be liable for loss of profits, loss of business, contracts, revenue, goodwill or opportunities, nor for indirect or consequential damages, nor for loss or corruption of data beyond what is provided in the "Service levels and backups" clause.

The above limitations and exclusions shall not apply, and therefore shall not limit the liability of Innovageo Software, in cases of wilful misconduct or gross negligence, damage to life or physical integrity of persons, infringement of intellectual or industrial property rights, breach of the duty of confidentiality, or in any other case in which applicable law does not permit their limitation or exclusion. If you contract as a consumer, nothing in this clause shall affect the rights granted to you on a mandatory basis by consumer protection legislation.

10Intellectual property indemnity

Innovageo Software shall defend the Customer against third-party claims alleging that use of the Application in accordance with these Terms infringes an intellectual or industrial property right of that third party, and shall bear the amounts the Customer is ordered to pay in a final judgment, or those agreed in a settlement approved in writing by Innovageo Software, up to the limit set out in the "Warranties and liability" clause.

This obligation is conditional upon the Customer notifying Innovageo Software of the claim without undue delay as soon as it becomes aware of it, allowing Innovageo Software to exclusively conduct the defence and the negotiation of any settlement, and providing the reasonable cooperation requested for that purpose.

Excluded from this obligation are claims arising from: data or content supplied by the Customer; the combination of the Application with products, services or data not supplied by Innovageo Software, where the infringement would not occur without that combination; use of the Application contrary to these Terms or to the documentation; modifications to the Application not made by Innovageo Software; or continued use of a version of the Application where Innovageo Software has made available to the Customer, at no additional cost, a version that avoids the infringement.

If use of the Application is prevented or restricted by a claim of this nature, Innovageo Software may, at its option, modify the Application so that it is no longer infringing, obtain the necessary license, or terminate these Terms and refund to the Customer the proportionate part of the amounts paid and not consumed. The provisions of this clause constitute the Customer’s sole and exclusive remedy against claims for infringement of intellectual or industrial property rights.

For its part, the Customer shall hold Innovageo Software harmless against third-party claims arising from the data and content that the Customer, or the Invited Users of its Projects, have uploaded or processed through the Application, as well as from use of the Application contrary to the "Acceptable use of the Application" clause.

11Service levels and backups

Availability. Innovageo Software provides the Services with a monthly availability target of 99.5 % for the essential features of the Web Application, measured on a monthly basis and in accordance with Innovageo Software’s monitoring systems. Scheduled maintenance windows, events of force majeure, incidents attributable to connectivity or infrastructure providers outside Innovageo Software’s control, and those arising from the Customer’s own equipment, network or configuration, or from use contrary to these Terms, shall not count as unavailability.

Maintenance. Innovageo Software may carry out scheduled maintenance work, endeavouring, wherever reasonably possible, to give prior notice and to schedule it during periods of lower use. Urgent interventions necessary to preserve the security or integrity of the Service may be carried out without prior notice.

Incident handling. On paid plans, Innovageo Software will handle incidents reported through the support channels with a first response target of one (1) business day, reduced to eight (8) business hours where the incident entirely prevents use of the Application. Reference hours are business days in Spain, during office hours (Spanish peninsular time).

Backups. Innovageo Software performs periodic backups of the data the Customer has uploaded to the Application cloud and retains them for thirty (30) calendar days. At the Customer’s request, and within that period, Innovageo Software will use commercially reasonable efforts to restore the data from the latest available backup, which may entail the loss of information generated between that backup and the time of the incident.

Backups are intended for restoring the Service in the event of technical incidents and do not constitute an archiving, custody or versioning service available to the Customer. No specific recovery point or recovery time objectives are guaranteed. The performance of backups by Innovageo Software does not relieve the Customer of maintaining its own copies of the data it considers critical, and does not extend to data that the Customer keeps only locally in accordance with the "Desktop Application" clause.

12License to use the Platform

Under the terms and conditions set out in these Terms, and for the term of their validity, Innovageo Software grants to the Customer, who accepts it, a limited, non-exclusive, non-transferable, non-sublicensable license of use, for the purpose of using the Application and accessing the Services, subject to the terms and conditions set out in these Terms.

In respect of the Desktop Application, the license includes the right to download and install the program on the user’s computers and to run it, with the functional scope corresponding to the contracted plan in accordance with the "Desktop Application" clause, as well as to make such backup copies as may be necessary. It does not include the right to distribute it or to make it available to third parties.

This license expressly excludes any rights over the Application or the Services that are not expressly set out in these Terms, such as, by way of example but not limitation, the rights of reproduction, transformation, distribution and public communication.

Notwithstanding the foregoing, the Customer may not decompile, disassemble or reverse engineer the Application, except to the extent that such acts are expressly permitted by a mandatory provision of law or by the licenses of the third-party components referred to in the following clause.

13Third-party components and open source software

The Application incorporates third-party software components, including free and open source software, which are distributed under their own licenses. Those licenses prevail over these Terms as regards the use of the components to which they apply, and nothing in these Terms limits the rights that those licenses grant to the user.

The list of third-party components incorporated into the Desktop Application, with their respective licenses and copyright notices, is provided together with the program in the third-party licenses file accompanying the installation.

The exclusive ownership of Innovageo Software referred to in the "Intellectual property" clause is to be understood as referring to the Application as its own work, and not to the third-party components incorporated into it, which remain the property of their respective owners.

14Confidentiality

Each Party undertakes to keep confidential the other Party’s information to which it gains access in connection with the relationship governed by these Terms and which, by its nature or because it has been identified as such, must be regarded as confidential. For the purposes of this clause, the data and content that the Customer uploads to the Application shall in any event be regarded as the Customer’s confidential information, and the technical, economic and commercial information relating to the Application and the Services that is not publicly available shall be regarded as that of Innovageo Software.

Confidential information may be used solely for the purpose of providing or receiving the Services, and may not be disclosed to third parties without the prior authorization of the Party to which it belongs, save to employees, collaborators and suppliers who need to know it for that purpose and who are bound by an equivalent duty of confidentiality.

Information shall not be regarded as confidential where it is or becomes publicly available without breach of this clause, where the receiving Party already lawfully knew it or develops it independently, or where its disclosure is required by law or by a competent authority, in which case the Party so required shall inform the other as far in advance as possible.

The duty of confidentiality shall subsist during the term of these Terms and for three (3) years following their termination.

15Protection of personal data

Our Privacy Policy describes in detail how Customer data is used and protected. It will be the Customer’s responsibility to provide billing details correctly, ensuring their accuracy. Innovageo Software will not make any use of this data beyond that necessary to provide its Services.

The Customer is fully responsible for the data provided to Innovageo Software to provide its Services and will be liable, in any case, for its adequacy and accuracy. The Customer will defend and hold Innovageo Software harmless against all claims, costs, damages, liabilities and expenses (including attorneys’ fees) arising from the Customer’s breach in relation to its professional contact data and any personal data of third parties that it provides.

It is the Customer’s responsibility to determine the lawfulness of the processing it carries out through the Application, to have a legal basis for it and to inform data subjects, as well as to assess in advance whether it is appropriate to upload to the Application special categories of data or data whose disclosure could affect the safety of persons or property.

Location of the data. The Application is provided from different hosting regions. The Customer selects the region in which it wishes the data of its Projects to be hosted when creating its account. Where the selected region is outside the European Economic Area, the international transfer of data is based on the mechanisms set out in the Data Processing Agreement.

16Term, suspension and termination

Term. These Terms apply from the moment the Customer creates its Account and for as long as it remains active. Paid subscriptions have the duration corresponding to the contracted billing period and renew automatically for equal periods, unless cancelled in accordance with the "Billing and cancellation" clause.

Termination for breach. Either Party may terminate these Terms in the event of a material breach by the other that has not been remedied within fifteen (15) calendar days from the written request identifying the breach. Such prior request shall not be required where the breach is incapable of remedy.

Suspension. Innovageo Software may suspend access to the Services in whole or in part, with notice to the Customer, in the event of non-payment of amounts due, breach of the "Acceptable use of the Application" clause, or where necessary to preserve the security or integrity of the Application or the data of other users. The suspension shall be lifted once the cause giving rise to it has ceased, and does not relieve the Customer of payment of amounts accrued.

Effects of termination. Upon termination, the Customer’s right to use the Application shall cease and the licenses of use granted shall be extinguished, including those of the Invited Users of its Projects, who must uninstall the Desktop Application in accordance with the relevant clause. Data uploaded to the Application shall be retained and deleted on the terms of the "Billing and cancellation" clause.

17Modifications

Innovageo Software may modify these Terms in order to adapt them to legislative or case-law developments, to changes in the Services or in the manner in which they are provided, or for justified organisational or technical reasons.

Modifications will be communicated to the Customer at least thirty (30) calendar days before they take effect, by notice sent to the email address associated with the Account or by visible notification within the Application itself.

If the Customer does not accept the modification, it may cancel its subscription before the modification takes effect, without any penalty, retaining access to the Service until the end of the current billing period. Use of the Application after the modification takes effect shall constitute acceptance of it.

18Governing law and jurisdiction

These Terms are governed by Spanish law.

Any disputes that may arise between the Parties in relation to the interpretation, compliance or breach of these Terms are expressly submitted to the Judges and Courts of the city of Valencia, with the Parties expressly waiving their own jurisdiction, should another correspond to them.

The foregoing shall not apply where the Customer is a consumer, in which case the determination of the competent forum shall be governed by the mandatory provisions of consumer protection legislation, and the express submission provided for in the preceding paragraph shall not be enforceable against the Customer.