Sofar Ocean Technologies, Inc., a Delaware corporation located at Pier 28 Annex, San Francisco, CA (“Sofar”), owns and maintains a global array of free drifting metocean sensors, which collect and transmit real time observations from the ocean’s surface (the “Sofar Metocean Array”). Sofar is pleased to be able to support the Open Data Registry on the AWS Data Exchange by providing you with limited access to the Limited Data Set as described below, subject to the terms and conditions of this Data Access Agreement (this “Agreement”). Your access and use of the Limited Data Set constitutes your consent to this Agreement.
Now therefore, you and Sofar hereby agree as follows:
1.1 “Basic Research” shall have the meaning and context as set forth by the United States Office of Management and Budget (the “US OMB”), which is reproduced below for reference (however the most current version as published by the US OMB shall be at all times controlling):
Experimental or theoretical work undertaken primarily to acquire new knowledge of the underlying foundations of phenomena and observable facts. Basic research may include activities with broad or general applications in mind, such as the study of how plant genomes change, but should exclude research directed towards a specific application or requirement, such as the optimization of the genome of a specific crop species.
https://www.whitehouse.gov/wp-content/uploads/2018/06/a11.pdf
1.2 “Effective Date” shall mean the date of your first access to the Limited Data Set.
1.3 “Limited Data Set” shall mean the subset of Sofar Metocean Data published by Sofar on the AWS Open Data Registry, as updated from time to time.
1.4 “Sofar Metocean Data” shall mean those observational data generated by the Sofar Metocean Array, including (but not necessarily limited to) directional wind, wave, and surface current information, barometric pressure, and sea surface temperature.
1.5 License. Sofar grants you a limited, fully paid up, non-exclusive, non-transferrable, revocable, right to access and use the Limited Data Set subject to the terms and conditions of this Agreement.
1.6 Transfer Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with Section 1.7 below.
1.7 Termination. Either party may terminate this Agreement at any time with ten (10) days written notice, in which case you will discontinue use of the Limited Data Set and related information. Sofar may terminate this Agreement without notice in the event of a material breach of this Agreement by you, or in the event that data privacy concerns arise, which are to be determined by Sofar in its sole discretion. You agree to return or destroy the Limited Data Set upon Termination of this Agreement. Your obligations under Sections 1.5, 1.8, 2, 3, and 4 shall survive any termination of this Agreement.
1.8 No Other Rights. This Agreement in no way constitutes, grants or confers any license under any patents or proprietary interests of a party to the other. Sofar explicitly retains ownership of the Limited Data Set. Sofar retains all rights to distribute the Limited Data Set to other commercial or non-commercial entities.
2.1 Use Restrictions. You may only use the Limited Data Set for the purposes of Basic Research. For the avoidance of doubt, the Limited Data Set shall not be used as part of, and you shall not incorporate the Limited Data Set into, any commercial service or product, any governmental operational program or application, and you shall not create derivative works from the Limited Data Set which are offered for financial gain or operational use or application.
2.2 No Further Disclosure. Except for the purposes of publishing all or a portion of the Limited Data Set in a scientific journal, or the peer review process related thereto, or for the purposes of presenting the Limited Data Set in academic or scientific meetings or conferences, you shall not reproduce, distribute, license, transfer, assign, sell, disclose or otherwise forward the Limited Data Set, whether in its original form or as part of a service where the original numerical values of the Limited Data Set can be accurately rebuilt, to any third party, without Sofar’s prior written consent. Notwithstanding the foregoing, in the event that you choose to publish the Limited Data Set in a scientific journal, or present the Limited Data Set in academic or scientific meetings or conferences, you shall clearly identify the Limited Data Set as belonging to Sofar and having been provided to you under the terms of this Data Access Agreement.
2.3 Appropriate Safeguards. You will use appropriate safeguards to prevent use or disclosure of the information other than as provided for by this Agreement.
2.4 Breach Notification. You will report to Sofar any use or disclosure of the Limited Data Set not provided for by this Agreement of which you become aware.