Sublicensee has a non-exclusive, non-transferable, worldwide license to use certain Automatic Identification System (“AIS”) global data collected via the ORBCOMM system of AIS equipped low-Earth orbit satellites and other AIS data sources (the “AIS Data”) for (1) non-commercial purposes including, but not limited to, research and educating the public concerning illegal fishing activity, including for publishing visualizations of fishing
and related information; (2) to provide a limited license to unaffiliated media organizations, including without limitation newspapers, periodicals, broadcast media, and internet publishers, to reproduce, retransmit and/or display the AIS Data for purposes of news coverage and reporting; and (3) for the benefit of Sublicensee’s internal business operations. For purposes of clarity and without limiting the foregoing, the foregoing grant includes the rights to adapt the AIS Data: including to modify, edit, combine with other materials, translate, include in collective works, and create derivative works of the AIS Data.
Except as otherwise set forth herein, Sublicensee shall have no other rights with respect to the AIS Data, including without limitation, any right otherwise to use, distribute, furnish or resell the AIS Data or any portion or derivative thereof. Sublicensee may not use the AIS Data for any illegal purpose or in any manner inconsistent with this sublicense agreement. Except as expressly permitted pursuant to this sublicense agreement, Sublicensee may not copy, reproduce, republish, recompile, redeliver, decompile, disassemble, reverse engineer, distribute, publish, display, modify, upload, post, transmit, create derivative works from, or in any other way create a misimpression or confusion among users with respect to sponsorship or affiliation or exploit in any way material from the AIS Data.
This sublicense agreement shall be cancelable upon ninety (90) days written notice if ORBCOMM AIS LLC so requests such cancellation.
The AIS Data may be protected by copyright, trademark, international treaties and other proprietary rights and laws of the United States and other countries. Sublicensee agrees to abide by all applicable intellectual property laws, as well as any additional notices or restrictions contained in the AIS Data. Unauthorized use of the AIS Data and the materials contained in the AIS Data may violate applicable copyright, trademark or other intellectual property laws or other laws and shall be a breach of this sublicense agreement.
No reference to or element of intellectual property of ORBCOMM AIS LLC or its affiliates, including, but not limited to the AIS Data, in either draft or final form, may be (a) used by Sublicensee except pursuant to this sublicense agreement or (b) protected by intellectual property rights, for example, patented, copyrighted or trademarked, by Sublicensee. In the event Sublicensee acquires intellectual property rights with respect to the AIS Data or otherwise obtains rights with respect thereto, it shall immediately notify ORBCOMM AIS LLC in writing and Sublicensee, with effect from the vesting of such rights, hereby grants to ORBCOMM AIS LLC and its designees a perpetual royalty‑free, world-wide license to such rights, for example, patent rights including rights to make, use, import and sell and have made, used, imported and sold such intellectual property.
ORBCOMM AIS LLC is not liable for any unauthorized use of the AIS Data. Sublicensee shall remain liable for all confidential or proprietary information disclosed by Sublicensee or its affiliates as a result of any unauthorized use of the AIS Data. ORBCOMM AIS LLC may, without notice, choose to block Sublicensee’s access to the AIS Data if ORBCOMM AIS LLC has reason to believe that AIS Data is being used by an unauthorized person, in any manner inconsistent with this sublicense agreement or for other reasons deemed appropriate by ORBCOMM AIS LLC in its sole discretion.
Sublicensee acknowledges and agrees that nothing in this sublicense agreement constitutes an undertaking by Company and/or ORBCOMM AIS LLC to provide the AIS Data in its present form or under any specifications. Company and/or ORBCOMM AIS LLC, in its sole and absolute discretion may from time to time make additions to, deletions from, modifications to, or change the format of the AIS Data.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF ORBCOMM AIS LLC OR ANY OF ITS AFFILIATES, THEIR MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE AIS DATA. THE AIS DATA AND INFORMATION PROVIDED BY ORBCOMM AIS LLC, OR ANY OF ITS AFFILIATES, THEIR MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS IS PROVIDED ON AN “AS IS” BASIS, AND ORBCOMM AIS LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ORBCOMM AIS LLC DOES NOT WARRANT THAT THE AIS DATA WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE AIS DATA IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ORBCOMM AIS LLC DOES NOT WARRANT OR REPRESENT THE USE OF THE AIS DATA IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
Sublicensee acknowledges and agrees that the AIS Data provided by ORBCOMM AIS LLC may be inaccurate or incomplete and are subject to error, delay or change. Reliance upon or use of such AIS Data shall be at Sublicensee’s risk.
Sublicensee acknowledges that in no event shall ORBCOMM AIS LLC or its affiliates be liable to it for any direct, special, incidental, indirect, punitive, consequential damages or any other damages of any kind (including, but not limited to, lost profits and damages that may result from the use of the AIS Data, any delay or interruption of service, or omissions or inaccuracies in the information) even if ORBCOMM AIS LLC or any other party have been advised of the possibility thereof.
ORBCOMM AIS LLC or its affiliates will not be liable or responsible in negligence or otherwise to any person not a party to this sublicense agreement for (i) any information, data or advice expressly or impliedly given by ORBCOMM AIS LLC or (ii) any act, omission or inaccuracy by ORBCOMM AIS LLC. Nothing in this sublicense agreement will be construed to create rights in favor of any person not a party to this sublicense agreement other than ORBCOMM AIS LLC which shall be an intended third party beneficiary of this sublicense agreement.
Sublicensee shall, at its expense, indemnify, defend, and hold ORBCOMM AIS LLC and its affiliates harmless from and against any and all claims, losses, liabilities, damages, actions, proceedings, costs, and expenses (including without limitation reasonable attorney’s fees) arising out of or relating to the use of the AIS Data by Sublicense or its breach of this Agreement.
Sublicensee acknowledges that any breach of this Agreement may cause irreparable harm to ORBCOMM AIS LLC and/or Company for which monetary damages may not be sufficient, and Sublicensee agrees that ORBCOMM AIS LLC and/or Company will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.