Terms of Service

Introduction

1. These Terms of Service (Terms) are a legally binding agreement between us (EMSat Pty Ltd ABN 49 663 599 004 (EMSat, we, us, or our)) and you, that govern your access to and use of the website at emsat.com and our products and services, including the EMSat Monitor application at app.emsat.com (EMSat Monitor) (together, the Service).
2. You must read the Terms carefully before accessing or using the Service.
3. Your use of the Service is conditional on your acceptance of these Terms. By creating an account or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not understand or agree to these Terms, do not access or use the Service.
4. Please also review our Privacy Policy, which describes how we collect and handle your information and forms part of these Terms.

The Service

1. EMSat Monitor is a satellite-based methane emissions monitoring platform. It acquires satellite imagery data for sites that you register, applies a model to estimate methane emission rates, and compiles automated alerts, pass history, and reporting across a multi-site dashboard.
2. EMSat Monitor provides automated information from an algorithm without human intervention or review.
3. For the EMSat Monitor Service, we offer:
   1. A Free plan (up to two monitored sites, satellite monitoring, and email alerts, subject to the limits published on our pricing page); and
   2. A Pro plan (unlimited sites).
4. Some capabilities for the EMSat Monitor Service are under active development, but may not yet be generally available at the time you use the Service. We will update relevant website pages and these Terms as required as any new features or products/services become available.
5. We endeavour to provide the Service in a professional manner with due care and skill.
6. However, we make no representation and give no warranty regarding access to the Service. Due to the nature of the internet and the operational realities of satellites, during use of the Service, you may experience errors, poor network performance, or other issues that detract from or limit access to use of the Service.
7. We have the right to interrupt the Service from time to time as and when we deem appropriate to perform maintenance relating to the Service, or if we reasonably consider that there may be a risk to use, quality, or integrity of the Service.
8. Subject to these Terms, we may change, modify, or remove some or all of the features of the Service at any time and at our sole discretion. You may cease using the Service at any time.

EMSat Monitor Accounts

1. You must create an account to use EMSat Monitor using either your email address and password or Google sign-in.
2. You must provide accurate, current, and complete information for your account details, and maintain and update information as required to keep your account details accurate, current, and complete.
3. You are responsible for maintaining the confidentiality of your credentials and ensuring that your username and password cannot be shared with any other person, and for all activity conducted through or under your account.
4. You must notify us promptly at security@emsat.com if you suspect unauthorised use of your account.

Subscriptions and billing

EMSat Monitor Free plan

1. This plan does not require account holders to provide payment information.

EMSat Monitor Pro plan

2. Subscriptions for the Pro plan are billed on a recurring basis through our third-party payment processor, Stripe, according to the rate, frequency, and other terms published on our website’s pricing page.
3. We may change our pricing with at least 14 days’ notice, and changes will apply from your next billing cycle onward.
4. You authorise us to charge your payment method on file—that is, the payment method within your account, which you can update via your account—for each billing period until you cancel the subscription in accordance with these Terms.
5. If your method of payment fails and is not resolved within a reasonable period, we may downgrade your account to the Free plan until any arrears under the Pro plan are remedied.
6. You may cancel your Pro subscription online at any time via your account. Once notice of cancellation is received, it will take effect at the end of the current billing period, and no partial refunds will be provided for unused time.

Acceptable use

1. You will at all times comply with these Terms in relation to use of the Service.
2. You must use the Service in a responsible and reasonable manner. Without limiting the foregoing, you agree not to:
   1. Use the Service for any unlawful purpose or in violation of any applicable law or regulation, or that harms us or our employees, customers, suppliers, or other users.
   2. Provide any false or misleading information or material, or any information or material that is likely to mislead or deceive.
   3. Remove or alter any copyright, trademark, logo, or other proprietary notice appearing on or in the Service.
   4. Attempt to scrape, reverse engineer, decompile or disassemble, or extract the underlying software, models, or data pipelines of the Service, or otherwise attempt to derive the source code or trade secrets of the Service except as and then only to the extent expressly permitted by applicable law.
   5. Create any derivative works or adaptations of the Service.
   6. Resell, rent, lease, sublicense, or provide access to the Service to third parties without our written consent.
   7. Frame any website provided via the Service or use automatic scripts or programs in relation to the Service.
   8. Interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorised access to it. This includes but is not limited to introducing or attempting to introduce any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any Service including, but not limited to viruses, trojan horses, worms, time bombs, cancelbots, easter eggs, or other computer programming routines that may damage, modify, delete, detrimentally interfere with, access without authority or expropriate any system, data or personal information of other users.
   9. Submit site or facility data that you do not have the right to provide to us.
   10. Use the Service other than as expressly permitted by these Terms, or in any manner that we reasonably determine to be non-legitimate, inappropriate, or excessive.

Data and outputs

1. You retain ownership of the site, facility, and organisation data that you submit to the Service (Customer Data). You warrant that you own or have the right to upload Customer Data that you upload to our Services, and that information you provide within our Services is accurate and up-to-date. You grant us a royalty-free, non-exclusive, perpetual licence to use Customer Data to provide and improve the Service, including as described in our Privacy Policy.
2. Emission estimates, alerts, and reports generated by the Service (Outputs) are licensed to you for your internal business use in accordance with section 7.2. Underlying satellite imagery and data is sourced through Google Earth Engine, and remains subject to its own applicable terms.
3. Third party links, data, or services may appear on or within the Service. Use of any third-party websites, products, or services will be subject to that third party’s relevant terms. We make no representation or warranty about any third-party site or third-party provision of services.

Intellectual property

1. As between us, EMSat owns and retains all right, title, and interest in and to the Service, including our software, detection models, branding, and website content, which may be subject to intellectual property rights.
2. We grant EMSat Monitor account holders a non-exclusive, non-transferable, revocable limited licence, subject to compliance with these Terms, to access and use the Services for your own internal business purposes, consistent with the purpose of the Service. You agree not to use the Service for any other purpose.
3. Except for the limited rights expressly granted to you in these Terms, no other rights are granted.
4. From time to time, users may send us suggestions, materials, information, ideas or concepts relating to the Service (Ideas). You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) to use such Ideas as we see fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.

Disclaimer on emission estimates

1. Emission rates and detections produced by the Service are statistical estimates derived from satellite observations and our detection models.
2. Outputs provided via the Service are not reviewed by a human.
3. Outputs are provided to help you understand and act on potential emissions, but they are not a certified or regulatory-grade measurement, and are not guaranteed to provide any particular result. They should not be solely relied upon as the basis for regulatory compliance, legal, financial, or safety decisions without independent verification. Simply put, satellite-based measurements of methane emissions typically provide less precision and certainty than some other alternative measurement methodologies. Accordingly, the Service that we provide is potentially useful for identifying emissions and providing high-level estimates of emission rates, but other methods and technologies may be capable of providing more precise measurements if that is what is required.

Disclaimer of warranties and limitation of liability

1. The Service is provided "as is" and "as available," without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law. You expressly acknowledge and agree that use of our Services is at your sole risk.
2. EMSat will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, or data, arising from your use of the Service.
3. Without limiting the above clause, EMSat does not make any representation or warranty of any kind, express or implied regarding:
   1. the operation and availability of the Service,
   2. that use of the Service will be 100% secure or error-free;
   3. the accuracy, completeness, reliability or currency of any Output or other material or information from the Service.
4. If we are found to be liable to you—including in contract or tort (including negligence)—for implied warranties or statutory guarantees that cannot be excluded or otherwise, our liability is limited in all circumstances to one of the following options, as selected by us:
   1. resupply of the Service;
   2. supply of a similar Service.
5. Our total liability arising out of these Terms will not exceed the amount you paid us for the Service in the twelve months preceding the claim.

Termination

1. You may stop using the Service and delete your account at any time. Where you have an EMSat Monitor Pro plan, cancellation terms set out in section 4 may apply.
2. We may immediately suspend or terminate your access to the Service if you breach these Terms, or if we reasonably consider you to have breached these Terms, or if you are otherwise using the Service in a way that is likely to adversely impact the delivery of the Service, including where your account may have been subject to a security issue.
3. We may terminate your access to the Service with reasonable notice for any other reason.
4. Upon termination:
   1. your right to use the Service ends immediately, and you must cease use of the Service;
   2. Customer Data is handled in accordance with the retention practices described in our Privacy Policy.

Governing law

1. These Terms are governed by the laws of Queensland, Australia.
2. You agree to submit to the exclusive jurisdiction of the courts of Queensland, Australia, for any dispute arising out of these Terms or the Service.

Changes to these terms

1. We may update these Terms from time to time. It is your responsibility to check for the most current terms, having regard to the effective date printed at the top of these Terms.
2. If we make material changes to the EMSat Monitor or any other paid service, we will endeavour to notify you by email or through the Service.
3. Continued use of the Service after amended terms take effect constitutes acceptance of the updated Terms. If you do not agree with any changes to these Terms, you must stop using the Service.

Contact

1. For any questions about these Terms, contact us at info@emsat.com

General

1. These Terms contain the entire agreement between us with respect to its subject matter.
2. The rights, powers, and remedies provided to a party in these Terms are in addition to, and do not exclude or limit, any right, power, or remedy provided by law or equity or any agreement.
3. No agency, partnership, joint venture, employee-employer, or other similar relationship is created by these Terms.
4. Any provision of these Terms which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.