DATA SUBSCRIPTION AGREEMENT
The dataset (“Licensor Data”) that you are licencing is created and owned by 505 CONSULTING LTD incorporated and registered in England and Wales with company number 12099462 whose registered office is at 7 Bell Yard, London, England, WC2A 2JR (“Licensor”).
You are purchasing the Data through the Licensor’s online shop (“Shop”) and your use of the Licensor Data is governed by this Data Licence, which constitutes a binding legal agreement between you (“Subscriber”) and the Licensor (each a “party” or collectively referred to herein as the “parties”).
Each time you use the data, you are accepting this license. If you do not agree to the license, licensor is unwilling to grant you the right to use the data, and you must cease use of the data immediately.
You accept the license:
(1) When you click to agree or accept where these options are presented to you;
(2) Each time you use the data; and/or
(3) When you download any Licensor Data from the Shop.
If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to the license; (ii) you have read and understand the license; and (iii) you agree, on behalf of the party that you represent, to the license. If you don’t have the legal authority to bind, please do not click that you agree or use the Licensor Data.
The Licensor and its third party licensors have developed and own rights in the Licensor Data, which contains either:
limited renditions of Visible Infrared Imaging Radiometer Suite Day/Night Band satellite images; and/or
derived geo-location information and data sets relating to such satellite image renditions.
The Licensor wishes to license the Products including the Licensor Data to the Subscriber and the Subscriber wishes to obtain such a Licence to the Products and Licensor Data on the terms of this Agreement.
YOU AGREE AS FOLLOWS:
DEFINITIONS AND INTERPRETATION
In this Agreement and the recitals above, the following expressions shall have the following meanings:
“Business Day” means any day which is not a Saturday, Sunday or any day on which commercial banks are required by law to be closed in England;
“Commencement Date” means the date that the subscriber purchased a Subscription from the Shop;
“Confidential Information” means all confidential information or data (whether written, oral, visual, electronic, magnetic, digital or in any other form) which has been or is disclosed to the receiving party by or on behalf of the disclosing party (including but not limited to information or data relating to the products, customers, suppliers, business, affairs, services, trade secrets, finances, contracts, operations, methods, know how, plans, techniques, strategies, policies, systems and processes of the disclosing party and/or any of its associated bodies), which is marked confidential or should reasonably have been understood to be confidential or proprietary;
“Derived Data” means any separate data, information, or knowledge created by the Subscriber from the analysis or evaluation of the Licensor Data which has been adapted, combined or aggregated with other data to such a degree that it cannot be identified as originating or deriving directly from the Licensor Data;
“Fees” means the fees payable by the Subscriber to the Licensor in consideration of its subscription to the Products as set out on the Shop. We may bill: (a) in advance; (b) at the time of the purchase; or (c) shortly after the purchase. All fees are prepaid and non-refundable
“Good Industry Standards” means, in relation to any work and any circumstances, the exercise of a high degree of quality skill, diligence, prudence and foresight which would be expected from skilled, professional and experienced persons working for a similar service provider providing similar services;
“Intellectual Property Rights” means any current and future intellectual property rights, including: (i) copyrights, trademarks, trade names, domain names, websites, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semiconductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; and (ii) all forms of protection of a similar nature which may subsist anywhere in the world and whether or not registered;
“Licence” means the licence granted in clause 5.
“Licence Restrictions” means the restrictions set out in clause 6.
“Licensor Data” means the data sets identified by the Subscriber via the Shop, in each case which are owned by or licensed to the Licensor.
“Licensor Website” means the Licensor’s website which is 505economics.com.
“Materials” means any documents supplied by the Licensor as part of the Products;
“Payment Method” means the process for the Subscriber to transfer Fees to the Licensor and may be a credit card, or any other payment method.
“Product(s)” means the Licensor’s products, which includes the Licensor Data and Materials.
“Subscriber Platform” means the Subscriber’s digital delivery platform.
“Subscription” means a rolling monthly subscription, commencing on the Commencement Date and continuing until terminated as set out in Clause 12 and Clause 13.
“User(s)” means individuals properly authorized by the Subscriber to use the Product(s).
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email.
The Licensor RESPONSIBILITIES
Subject to clause 5 the Licensor shall provide the Products and comply with its obligations and responsibilities set out in this Agreement.
The Licensor warrants that all information, data and Materials (including the Licensor Data) provided to the Subscriber pursuant to this Agreement have been gathered in the proper execution of its business
The Licensor shall supply the Subscriber with the Licensor Data which may be variously accessed via email, download from the Licensor Website, through API or Cloud Server platform.
All Licensor Data and Materials will be provided ‘AS IS’. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
The Subscriber shall:
comply with its obligations and responsibilities as set out in this Agreement and the Licence Restrictions as set out in clause 6, and not use the Products except in accordance with the terms of this Agreement;
reasonably co-operate with the Licensor in all matters relating to this Agreement including without limitation, responding to and providing necessary information in a timely manner as the Licensor may reasonably request from time to time;
comply with all Applicable Laws which the Subscriber is subject to and solely as applicable to the Subscriber’s obligations under this Agreement; and
ensure that the Licensor is in possession of up-to-date information on the Subscriber’s Payment Method.
Each party warrants to the other that:
it shall perform its obligations and responsibilities as set out under this Agreement in accordance with Good Industry Standards and in accordance with the terms of this Agreement;
the use of either party’s Intellectual Property Rights by the other party pursuant to this Agreement shall not infringe the rights of any third party; and
all Intellectual Property Rights are owned by it or its licensors and that it has all necessary rights to grant the licences in this Agreement.
Subject to the terms and conditions of this Agreement, the Licensor shall provide the Subscriber with a limited, non-exclusive, revocable licence solely for the term of this Agreement to:
use the Licensor Data for its internal business purposes and for publicising on the Subscriber Platform (subject to clause 5.2 below); and
analyse and evaluate the Licensor Data in order to create Derived Data.
The Subscriber may publicise certain parts of the Products on the Subscriber Platform subject to prior agreement in writing between the parties. Upon such agreement the Subscriber shall acknowledge on the Subscriber Platform that the Licensor has licensed such Products to the Subscriber and provide a link on the Subscriber Platform to the Licensor Website.
In consideration of the Licence granted to the Subscriber by the Licensor the Subscriber pays to the Licensor the Fees as set out in the Shop.
The Licensor shall pay the Fees using a Payment Method as set out on the Shop.
None of the payments to the Licensor under this clause 5 or otherwise shall be subject to a reduction, adjustment or set-off.
The Subscriber shall:
not use the Products for any purpose contrary to applicable laws;
not extract, decompile, reverse engineer, create derivative works from reutilise, use, exploit, redistribute, re-disseminate, copy or store the Products except as expressly permitted by this Agreement; and
not do anything which may damage the reputation of the Licensor, the Products or any of its services.
The parties expressly acknowledge that any right that is granted by the Subscriber to the Licensor under this Agreement (or otherwise in writing between the parties) to make available part of the Products on the Subscriber Platform is permitted as view only and does not include a right for it to be downloadable on the Subscriber Platform.
INTELLECTUAL PROPERTY RIGHTS
All pre-existing Intellectual Property Rights shall remain at all times the sole property of the originating party or such other party as may be identified and, save as expressly stated in this Agreement; neither party shall acquire any interest in any of the Intellectual Property Rights of the other party.
The Subscriber acknowledges that:
all Intellectual Property Rights in the Products (including the Licensor Data and the Materials) are at all times the property of the Licensor or its licensors, as the case may be;
it shall have no rights in or to the Products (including the Licensor Data or the Materials) other than the right to use them in accordance with the express terms of this Agreement; and
any goodwill generated though publicising (if agreed between the parties) any part of the Products on the Subscriber Platform and/or the Subscriber’s use of the Licensor’s name, products, trademarks and logos incorporated in or associated with the Products shall belong only to the Licensor.
Subject to clause 7, all Intellectual Property Rights in the Derived Data (except to the extent any such Intellectual Property Rights subsist in the Licensor Data or the Materials) shall vest in the Subscriber.
The Subscriber shall co-operate with the Licensor to protect the goodwill and reputation of the Licensor, or the Products. The Subscriber acknowledges that reference in any element of the Products to trade names or proprietary products where there is no specific acknowledgement of such names or products does not imply that such names or products may be regarded by the Subscriber as free for general use, outside the scope of the use of the Products authorised by this Agreement.
UNAUTHORISED USE OR DISTRIBUTION
If any unauthorised use or distribution is made of the Licensor Data and/or the Derived Data or any in breach of the Licence Restrictions, and such use or distribution is attributable to the act or default of, or through, the Subscriber then, without prejudice to the Licensor’s other rights and remedies, the Licensor may terminate this Agreement immediately by notice in writing to the Subscriber.
LIABILITY AND INDEMNITY
Nothing in this Agreement limits or excludes the liability of either party for (i) death or personal injury resulting from a party’s negligence; (ii) fraud, fraudulent misstatement or fraudulent misrepresentation; (iii) any liability subject to the indemnity in clause 9.4; or (iv) any other liability which cannot be lawfully limited under applicable law.
In no event shall the Licensor be liable to the Subscriber, whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, even if reasonably foreseeable and even it if has been advised of the possibility of such losses or events, including loss of profit, business or revenue, failure to realise anticipated savings or benefits, loss of goodwill, loss of opportunity, loss of data and loss of operation time, wasted management or staff time.
Subject to clauses 9.1 and 9.2, the Licensor’s total liability, whether in contract, tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with the performance or contemplated performance or breach of this Agreement shall be limited to the Fees paid by the Subscriber in the 12 months preceding a claim.
The Subscriber shall indemnify and defend the Licensor, its directors, officers, employees, and agents (the “Indemnitees”), against any liability, damage, loss, penalties, fines or expense (including without limitation reasonable legal fees and expenses) incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, investigations, actions, demands or judgments arising out of a breach of the Licence Restrictions.
The Licensor will give the Subscriber prompt notice of third party claims that relate to the indemnification obligations in this clause 9 and cooperate in the investigation, settlement and defence of such claims, at the indemnifying party’s sole cost and expense.
The Subscriber shall have sole control of the defence of any claim, provided that the Subscriber shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the Licensor or imposes additional obligations on the Licensor, without the prior express written consent of the Licensor.
Each party agrees to keep confidential, and not to use for any purpose other than the performance of its obligations under this Agreement, all Confidential Information.
Each party will only disclose or reveal any of the other party’s Confidential Information disclosed to it to: (i) those of its personnel who are required in the course of their duties to receive and consider the same for the purpose for which it is supplied (provided that each party shall ensure that any such personnel to whom it discloses the other party’s Confidential Information comply with this clause 9); and (ii) any court, governmental or administrative authority competent to require the same, or as required by any applicable law, legislation or regulation (provided the disclosing party is given the opportunity to discuss and agree any possible limitations or restrictions on disclosure in advance to the extent permitted by law).
The obligations in clauses 10.1 and 10.2 above shall not apply to Confidential Information which:
is or becomes generally available in the public domain otherwise than arising in connection with a breach of this obligation by the recipient;
is lawfully in the recipient’s possession free of any restrictions as to its use or disclosure at the time of disclosure by the disclosing party;
is lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; or
is independently developed without access or reference to any information disclosed by the disclosing party.
From the Commencement Date the Subscriber consents to the Licensor naming the Subscriber as a customer of the Licensor on the Licensor Website.
Subject to the terms of this Agreement, on termination or expiry of this Agreement, each party shall at the request of the other return or destroy any Confidential Information belonging to the other party which is in its possession or control.
The Licensor shall ensure that the Licensor Data is provided to the Subscriber in an anonymised and/or aggregated form and shall not contain any information that relates to an identified or identifiable individual.
This Agreement shall commence on the Commencement Date and shall continue in full force unless terminated earlier in accordance with this clause 12.
The Subscriber has the right to terminate the Agreement at any time by providing written notice to the Licensor. For the purposes of this clause, ‘written notice’ shall include an e-mail from the Subscriber. Unless otherwise specified, the agreement will terminate the day after the final day of the period paid for by the Subscriber.
The Licensor has the right to terminate the Agreement at any time during the Initial Term upon providing thirty (30) days prior written notice to the Subscriber. For the purposes of this clause, ‘written notice’ shall include an email from the Licensor with the subject line of “Contract Termination Notice.”
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party that specifies the need and reasons for immediate termination.
CONSEQUENCES OF TERMINATION
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
On any termination or expiry of this Agreement for any reason, the Subscriber shall, within a reasonable period of termination or expiry ensure that there is no further use of the Licensor Data in any of the Subscriber’s Products or associated services. The Subscriber shall as soon as reasonably practicable ensure that all Licensor Data is deleted from all Subscriber systems and the Licence shall cease to exist.
Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Assignment. Neither party may assign, charge, transfer, delegate, sub-contract or otherwise dispose of, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment in breach of this clause 13.3 shall confer no rights on the purported assignee.
Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
Notices. All communications relating to this Agreement shall be in writing and delivered by recorded delivery only to the party concerned at the relevant address shown at the top of this Agreement (or such other address as may be notified from time to time in accordance with this clause 13.6). Any such communication shall take effect at 9.00 am on the second Business Day after posting. If sent by email, in the absence of a failed delivery receipt, notice shall be deemed given on the next Business Day after transmission.
Force Majeure. Neither party is responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder. Dates or times by which each party is required to render performance under this Agreement shall be postponed automatically to the extent that the party is delayed or prevented from meeting them by such causes.
Relationship. Each of the parties to this Agreement is an independent contractor and nothing contained in this Agreement shall be construed to imply that there is any relationship between the parties of agents or of principal/agent or of employer/employee nor are the parties hereby engaging in a joint venture and accordingly neither of the parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise, unless expressly permitted by the terms of this Agreement. The parties acknowledge that the arrangements between them are non-exclusive. Nothing contained in this Agreement shall prohibit either of the parties from conducting business activities with other third parties.
Third party rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Governing Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.