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End User Licence Agreement to use NOVASAR Satellite Data

This is a legally binding agreement (the “Agreement”) between the End User and Surrey Satellite Technology Limited (“SSTL/Licensor”) entered into as of the date the End User first downloads, accesses or uses SSTL Data (the “Effective Date”).

SSTL has the right to license worldwide remotely sensed SSTL Data acquired by SSTL satellites and SSTL Derived Products.

  1. DEFINITIONS

“SSTL Data” means the SAR and/or AIS Data collected by the NovaSAR satellite and subsequent outputs from the Image Formatting Processor (“IFP”) that being Level 1.  For the avoidance of doubt, Derived Products (“DP”) or Value Added Products (“VAP”) are not considered SSTL Data.

“Commercial Purposes” means that (i) the SSTL Data is used directly in the marketing and promotion of a product that results in monetary gain, or (ii) the End User makes a direct charge or other consideration, in connection with any business, or other undertaking intended for profit.

“Derived Products” (“DP”) means any product or information developed by the End User from SSTL Data or a VAP, which does not contain any SAR Data and is irreversible and uncoupled from the source SAR Data.

“End User” means the organisation or individual who will use the SSTL Data strictly in accordance with the terms of this Licence Agreement. The SSTL Data may be provided directly or via a Mission Partner. This will include contractors and consultants for use on behalf of the organisation or individual.

The “End User” shall be defined by one of the following:

  1. An individual, or any one entity or equivalent to any of the entities listed below;
    1. A company or corporation, not including subsidiaries, affiliates or representative offices; or
    2. An office or department of a civilian federal, state, provincial, county or local agency; or
    3. A non-governmental, educational or non-profit organisation; or
    4. An office or department within an international organisation, institution or agency, including the United Nations or European Union.

“NovaSAR Mission Partner” means a party who has entered into an agreement with SSTL to participate in the NovaSAR SAR Imaging Capacity Share Programme.

“Value Added Products” or “VAP” means any product(s) or information which contains SAR Data.  VAP are products from which the original SAR Data values can be retrieved.  As a minimum a VAP shall modify Level 1 product image data using data from another source, e.g. orthorectification using a digital elevation model.  This may or may not involve changing the product file formats, however for the avoidance of doubt, (i) changing the product file formats, or (ii) modifying the Level 1 product auxiliary information does not constitute a VAP.

  1. LICENCE

This SSTL End User Licence Agreement for SSTL Data (“Licence” or “Agreement”) permits the End User to use the SSTL Data acquired under the terms of this Licence on computer systems owned or leased by it, the End User, provided that such SSTL Data may not be accessed by users outside of the End User except as specified in Article 3 below. The End Users are those, who have received this Licence from SSTL or a NovaSAR Mission Partner.  By receiving and downloading SSTL Data the End User accepts and agrees to be bound by the terms of this EULA.

  1. COPYRIGHT, USES and RESTRICTIONS

Ownership:

The SSTL Data, and all worldwide intellectual property rights therein and relating thereto, including without limitation, all patents, copyrights, trademarks, trade secrets, moral rights, sui generis rights and other right in databases, and all rights arising from or pertaining to the foregoing rights, are and will remain the exclusive property of SSTL or its suppliers and are protected by English copyright laws and international treaty provisions.  All rights in and to the SSTL Data not expressly granted to the End User are reserved by SSTL.  This Agreement does not grant the End User title to the SSTL Data.  Any rights of the End User in any Derived Products do not provide the End User with any rights in or to any SSTL Data used or incorporated in that Derived Products except as granted under this Agreement.

Therefore, the End User must treat the SSTL Data like any other copyrighted material except that it may make copies of and/or provide access to the SSTL Data solely in accordance with the terms of this Agreement.

Restrictions:

Accordingly, except as expressly permitted in Article 2, the End User shall not: (i) sell SSTL Data; (ii) reverse engineer or otherwise attempt to derive the algorithms, databases or data structures upon which the SSTL Data or VAP are based; (iii) rent, lease or loan the SSTL Data; (iv) remove, bypass or circumvent any electronic or other forms of protection measure included on or with the SSTL Data; (v) or otherwise use or access the SSTL Data for any purpose not expressly permitted under this Agreement, including without limitation, for Commercial Purposes.

Use:

The End User may analyse, process and display the licensed SSTL Data and may make such SSTL Data and the results of such analysis or processing available to employees of its organisation. The End User may make an unlimited number of film, print and internet display copies of the SSTL Data provided that: (1) all copies must include a copyright notice prominently displayed in or adjacent to the SSTL Data in the format presented below; (2) the End User may not sell any copies made for such purposes; and (3) prohibit as far as possible this material from being downloaded or screen captured by individuals or organisations located outside of the End User.

The End User may prepare DPs and VAPs based upon the licensed SSTL Data and publish, sell or distribute such materials.

When reproducing SSTL Data in print or internet display for any of the purposes stated in this Agreement, the logo of SSTL should be displayed and the End User shall include one of the following notices as appropriate for the relevant satellite. All copyright notices shall be in following format(s):

“© SSTL 20.. (year of production), (Satellite Name) for SSTL Data.
“© SSTL 20.. (year of production) ” for VAP produced by SSTL.
“NovaSAR image copyright (c) ‘year’ SSTL”
The logo of SSTL will be supplied by SSTL as an electronic file on request.

  1. NO WARRANTY

Any SSTL Data licensed pursuant to this Agreement is provided without warranty of any kind, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose, even if SSTL is advised of such purpose. In no event will SSTL be liable to the End User for any special or consequential damages, including lost profits resulting from any defect in any SSTL Data or any delay in delivery.

  1. INDEMNIFICATION

The End User will indemnify, defend and hold harmless SSTL and its subsidiaries, affiliates and subcontractors, and their respective owners, officers, directors, employees and agents, from and against any and all direct or indirect claims, damages, losses, liabilities, expenses and costs (including reasonable attorneys’ fees) arising from or out of: (1) the End User’s use of the SSTL Data for any purpose; (2) the End User’s actual or alleged breach of any provision of this Agreement; or (3) damage to property or injury to or death of any person directly or indirectly caused by the End User.  SSTL will provide the End User with notice of any such claim or allegation, and SSTL has the right to participate in the defence of any such claim at its expense.

  1. OTHER
  1. Governing Law: This Agreement shall be governed by the laws of England and Wales.  SSTL retains all rights not expressly granted hereunder.
  2. The End User acknowledges that any actual or threatened breach of Articles 2 or 3 will constitute immediate and irreparable harm to SSTL for which monetary damages would be an inadequate remedy. Therefore, without limiting any other remedy available at law or in equity, upon any such breach or any threat thereof, SSTL will be entitled to seek injunctive relief against the End User as remedy for such breach.
  3. Compliance with the Law: The End User shall comply with all applicable satellite licensing and import and export laws, restrictions and regulations of all applicable jurisdictions binding upon SSTL and the End User during the term of this Agreement.  This Agreement shall be subject to all applicable government security requirements and export regulations.
  4. Termination: This Licence is effective until terminated.  SSTL reserves the right to terminate this Agreement, effective immediately upon notice to the End User if it fails to comply with any of the terms of this Licence but SSTL Data already downloaded before termination may continue to be used.
  5. Audit: At SSTL’s request, the End User will provide assurances to SSTL that the End User is using SSTL’s Data in compliance with the terms of this Agreement.  Unless the End User can reasonably reject SSTL’s request for security reasons, SSTL may, on giving reasonable notice, inspect the End User’s records relating to the use of SSTL’s Data to ensure such compliance.
  6. Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by the End User (by operation of law or otherwise) without the prior written consent of SSTL or a NovaSAR Mission Partner that issued this Licence. This restriction on assignment or transfer shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation.  Any attempted assignment or transfer in violation of the foregoing will be null and void.
  7. Entire Agreement: This Agreement and the applicable contract terms represent the entire agreement and understanding between SSTL and the End User as to the matters set forth herein and will exclusively govern the End User’s access to and use of SSTL Data and will supersede any oral or written proposal, agreement or other communication between SSTL and the End User regarding SSTL Data.  Any additional or inconsistent terms provided by the End User in any other documentation such as a purchase order will have no legally binding effect on SSTL.
  8. Waiver: All waivers under this Agreement must be in writing.  Any waiver or failure to enforce any provision of this Agreement on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion.