Data Product License Agreement

DataCosmos - OpenConstellation

1. Parties

This End User License Agreement (the “Agreement”) is a legal agreement between Open Cosmos Ltd of Electron Building Fermi Avenue, Harwell Oxford, Didcot, England, OX11 0QR (“Open Cosmos”) and the Licensee. The Agreement governs the use of satellite data (the “Product”) by Licensee. Licensee will be deemed to have accepted and agreed to the terms and conditions of this Agreement by continuing to access and use the Product in any way.

2. Definitions

• Product: Satellite imagery and its associated data, and in general OpenCosmos data products made available by Open Cosmos and/or the relevant Provider under this Agreement.
• Value Added Product (VAP): Any product or service that integrates, transforms, or analyzes the Product that contains imagery pixels or from which the Product can be reconstructed (e.g. Resampling, Pansharpening, Digital Elevation Model, AI/ML superresolution, band algebra like NDVI).
• Derivative Work: Any work developed from the Product that does not contain imagery pixels and from which the Product cannot be reconstructed (e.g. Object detection, Agriculture prescription maps, Flood mapping, Reports).
• Provider: Open Cosmos or any third-party owner, supplier, partner, customer, programme or other provider of the Product, as applicable.
• Appendix: License Types: The rights and restrictions specific to each License Type selected by Licensee.
• Licence Confirmation: any order form, statement of work, data access approval, platform acceptance flow, written approval or separate agreement issued or accepted by Open Cosmos which identifies the applicable Product, License Type, authorised users, territory, duration, quota or volume limits, and any product-specific restrictions.

3. Grant of License

Open Cosmos grants to Licensee a worldwide, non-exclusive, non-transferable, non-sublicensable license to use the Product strictly in accordance with the License Type selected in the Appendix and the applicable Licence Confirmation (the “License”). No ownership, title, or intellectual property rights in or to the Product are transferred to the Licensee under this Agreement, and all rights not expressly granted are reserved by Open Cosmos and/or the relevant Provider. The License is at all times subject to applicable export control and sanctions laws and regulations and any Product-specific restrictions notified by Open Cosmos.

4. Restrictions

Except as expressly permitted under the applicable License Type in the Appendix and the applicable Licence Confirmation, the Licensee shall not, and shall ensure that its Affiliates, contractors, or end users do not:

• redistribute, sublicense, lease, or otherwise make available the Product in any form;
• remove, obscure, or alter any attribution, copyright, proprietary, or confidentiality notices contained in the Product;
• reverse engineer, disassemble, decompile, or attempt to reconstruct the Product or any imagery pixels;
• combine, merge, or otherwise manipulate the Product in order to circumvent License Type limits or restrictions;
• access or use Product in breach of applicable export control laws, sanctions regimes, or restrictions imposed by the UK, EU, US, or any relevant local authority.
• Where the Product supplied under this Agreement is the Multi-150 product, the Licensee shall not use, nor permit any third party to use, the Product, any Value Added Product, or any Derivative Work derived from it, for military offensive operations, weapons targeting, or targeting-support purposes.

For Licensees operating under Type 3 or Type 4, all of the above restrictions shall be flowed down to and made binding upon their affiliates, customers and end users, as appropriate.

For Licensees operating under Type 5, any permitted distribution of VAPs shall be governed by the applicable Open Cosmos Insight Partnership Agreement. The Licensee shall ensure that its customer terms include restrictions which are materially equivalent to the relevant restrictions in this Agreement and in the applicable Open Cosmos Insight Partnership Agreement, including restrictions on onward sharing, resale, reconstruction of the Product, prohibited end uses, export control, sanctions and misuse of the Product or VAPs. For clarity, customers of type 5 Licensee do not need to receive or sign this Agreement unless Open Cosmos expressly requires this in writing for a specific use case.

For the avoidance of doubt, any redistribution, sublicensing, onward sharing or making available of the Product, any VAP or any Derivative Work under Type 4 or Type 5 is permitted only to the extent expressly authorised in a separate written agreement, order form, Licence Confirmation or written approval issued by Open Cosmos. Such authorisation must identify, as applicable, the permitted users or end users, territory, duration, quota or volume limits, Product types, pass-through terms and any Product-specific restrictions.

5. Intellectual Property

Open Cosmos and/or the relevant Provider retain(s) all rights to the Product.

Licensee retains rights to VAPs and Derivative Works it creates, subject always to Open Cosmos’ and/or the relevant Provider’s rights in the underlying Product and to the restrictions of the applicable License Type and Licence Confirmation.

Open Cosmos retains a non-exclusive right to request samples of VAPs/Derivative Works for research and product benchmarking only, provided that such request does not transfer ownership of such VAPs or Derivative Works to Open Cosmos unless otherwise agreed in writing.

6. Warranties & Liability

The Product is provided “as is” without any warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

Except in cases of fraud, gross negligence, wilful misconduct, or any liability which cannot be excluded or limited by law, Open Cosmos’ total aggregate liability under or in connection with this Agreement shall not exceed the greater of (i) the fees paid by the Licensee to Open Cosmos under the relevant License or order during the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) GBP £25,000.

In no event shall Open Cosmos be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

The Licensee acknowledges that availability of the Product may be affected by launch risks, the space environment, or events of force majeure.

7. Compliance

The Licensee shall comply at all times with all applicable export control, customs, trade, and sanctions laws and regulations of the United Kingdom, European Union, United States, and any other jurisdiction relevant to its access or use of the Product.

The Licensee shall not access, use, export, or re-export the Product (i) in or to any country or territory subject to comprehensive sanctions, (ii) to or for the benefit of any person or entity listed on applicable sanctions or restricted parties lists, or (iii) for any prohibited end-use under applicable laws, including but not limited to military, defence, or intelligence purposes unless expressly authorized.

The Licensee shall indemnify, defend, and hold harmless Open Cosmos from and against any claims, damages, penalties, or expenses arising from the Licensee’s failure to comply with this Clause.

8. Termination

Open Cosmos may terminate this Agreement immediately upon written notice if the Licensee commits a material breach.

Upon termination, the Licensee shall:

• immediately cease all access to and use of the Product;
• delete or permanently destroy all copies of the Product in its possession or control;
• provide Open Cosmos with written certification of such deletion or destruction; and
• permit Open Cosmos, on reasonable notice, to audit compliance with this requirement.

The Licensee may retain and continue using Value Added Products and Derivative Works created prior to termination only to the extent that such works are fully and demonstrably separated from the original Product.

9. Governing Law & Dispute Resolution

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England. The courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

10. Miscellaneous

• Entire agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings.
• Amendments. Any amendment must be in writing and signed by both parties.
• Severability. If any provision is held invalid, the remaining provisions remain in full force and effect.
• Assignment. The Licensee shall not assign, transfer, or novate this Agreement, whether by operation of law or otherwise, without the prior written consent of Open Cosmos, except in the case of a bona fide change of control of the Licensee, provided that the Licensee gives prompt written notice thereof.
• Force Majeure. Neither party shall be liable for failure or delay in performing its obligations due to events beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, or failures of telecommunications or space infrastructure.
• Survival. Clauses concerning intellectual property, restrictions, liability, compliance, governing law, and termination obligations shall survive expiration or termination of this Agreement.

Appendix A – License Types