(c) “Licensed Content” means the following data provided to you under this Agreement, during the Agreement Term: Aircraft position data with additional metadata (tail number, carrier, flight number, origin and destination airport, ICAO transponder address), from select time periods between April 2019 and 2020 in a region corresponding roughly to the contiguous United States.

1.2 In this Agreement, (a) “including” means “including but not limited to,” and (b) examples are illustrative and not the sole examples of a particular concept.

2 Content License

2.1 License.

    (a) Grant. Subject to the terms and conditions of this Agreement, during the Agreement Term, Google grants you a non-exclusive, worldwide, royalty-free, non-transferable and non-sublicenseable license to use (including reproducing and creating derivative works of) the Licensed Content solely for internal use within your organization for researching and evaluating the methods for attributing airplane contrails to the flights that formed them, and to study the climate effects of airplane contrails and their mitigation (“Purpose”). 

    (b) Restrictions.  You agree that you will not, and it will not permit any third party to:

1. use the Licensed Content in any manner or for any purpose not expressly authorized in this Agreement;

2. use the Licensed Content to publicly display general aviation data, corporate aviation data, charter flight data, private aviation data, cargo flight data, or any other flight data;

3. use the Licensed Content in any map or GIS-based application that puts airplane locations on a map;

4. use the Licensed Content within any product or service that is designed, marketed, sold, or intended for use as an end-user's sole method of ICAO GADSS (Global Aeronautical Distress & Safety System) flight tracking compliance;

5. use the Licensed Content to publicly display any list of flights that have occurred in the past (e.g., two or more distinct flights with the same flight number and the same origin and destination on the same webpage that have occurred in the past);

6. transfer, sell, lease, lend, sublicense, disclose to any third party, or make any commercial use of the Licensed Content;

7. lend, rent, sell or grant sublicenses, leases or any other rights to access the Licensed Content, other than as expressly permitted for the Purpose;

8. distribute or redistribute the Licensed Data in raw or wholesale form to any party or individual outside of your organization or outside the scope of the Purpose;

9. modify the Licensed Content without Google’s prior written permission;

10. remove, deface, obscure, or alter Google’s copyright notice, Google brand features or other notices, branding, text, or images, affixed to or provided as a part of the Licensed Content;

11. use the Licensed Content in any way that may infringe any copyright or proprietary interests of Google or Google’s third-party data providers, or any other third parties;

12. operationalize the Licensed Content or use it for High Risk Activities;

13. monetize the Licensed Content or its portions in any way; 

14. use Licensed Content to derive any personally identifiable information about an individual; 

15. use the Licensed Content (including historical data) to substantiate claims received directly from passengers in regard to passenger claims or actions against air carriers; or

16. decompile, “unlock”, reverse-engineer, disassemble, or otherwise translate the Licensed Content.

    (c) Derivative Works.  The restrictions under Section 2.1(b) above also apply to any derivative works you create based on the Licensed Content. 

    (d) Reporting. If you become aware of third parties engaging in any of the activities described in Section 2.1(b)(Restrictions), you will notify Google immediately and will reasonably cooperate with Google to stop such activities (including by terminating the use of the Licensed Content in your system if Google determines that the abuse cannot reasonably be prevented).

2.2 Licensed Content Delivery.  Google will make the Licensed Content available to you via: Google Drive.

2.3 Retention of Rights. As between the parties, Google retains all rights in the Licensed Content and in all Google products and services, and any content created, submitted or used in connection with the Google products and services. You do not and will not acquire any ownership or interest whatsoever in such Licensed Content and Google products and services under this Agreement.

2.4 No Other Restrictions.  Nothing in this Agreement: (a) restricts Google from transferring, licensing or using the Licensed Content in any way for any purpose or use; or (b) restricts Google from exercising any rights it has at law (including under the U.S. Copyright Act).

2.5     No Fees. Unless otherwise expressly stated in this Agreement, no fees or other payments apply, and each party is responsible for its own costs and expenses in connection with the fulfillment of its obligations, under this Agreement.

3 Publications. You will make reasonable efforts to provide Google with a copy of any academic publication at least 30 days before submitting it for publication. Google will review the proposed publication to determine whether any of its Confidential Information is disclosed in the publication and to request attribution, if any. You will not include any raw Licensed Content in any publication without Google’s express prior written consent.  You will delete from any publication Google’s Confidential Information and any information related to an individual’s privacy right that Google requests be removed.

4 Compliance.  In connection with this Agreement, you will comply with all applicable laws and regulations, including import and export laws and trade sanction regulations. You are responsible for maintaining the security of your own systems, servers, and communications links, and for providing secure access to those systems and information. 

5 Warranty Disclaimer. GOOGLE, ITS AFFILIATES, LICENSORS, AND EACH OF THEIR SUPPLIERS, DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED) RELATED TO THE LICENSED CONTENT OR ANYTHING ELSE PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSED CONTENT IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE FOR OR IN CONNECTION WITH ANY HIGH RISK ACTIVITY, AND  AGREES NOT TO USE THE LICENSED CONTENT IN SUCH HIGH RISK ACTIVITIES.

6 Indemnities. You will defend and indemnify Google and Google’s affiliates, directors, officers, employees, and agents against all loss caused by any third- party legal proceeding to the extent arising from your breach of this Agreement.

7 Limitations of Liability

7.1 Liability. IN THIS SECTION 7 (LIMITATIONS OF LIABILITY), “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.

7.2 Limitations. SUBJECT TO SECTION 7.3 (EXCEPTIONS TO LIMITATIONS):
    (a) NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR:
        (1) THE OTHER PARTY’S LOST REVENUES;
        (2) EXEMPLARY OR PUNITIVE DAMAGES; OR
        (3) ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); AND
    (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED US$10,000.

7.3 Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR:
    (a) DEATH  OR  PERSONAL INJURY  RESULTING  FROM  ITS  NEGLIGENCE  OR  THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS;

    (b) FRAUD OR FRAUDULENT MISREPRESENTATION;
    (c) ITS OBLIGATIONS UNDER SECTION 6 (INDEMNITIES);
    (d) BREACH OF SECTION 8 (CONFIDENTIALITY; PUBLICITY);
    (e) YOUR VIOLATION OF SECTION 2 (CONTENT LICENSE); OR
    (f) MATTERS  FOR  WHICH  LIABILITY  CANNOT  BE  EXCLUDED  OR  LIMITED  UNDER APPLICABLE LAW.

8 Confidentiality; Publicity

8.1 Confidentiality Obligations. You will not disclose the Confidential Information, except to your affiliates, employees, agents or professional advisors who need to know it, and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. You will ensure that those individuals and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential.  You may also disclose Confidential Information when required by law after giving reasonable notice to Google, if permitted by law. Except for the limited use rights set out in this Agreement, you will not acquire any right, title, or interest in and to Google's Confidential Information.

8.2 Data Privacy and Protection. The Licensed Content are not expected to include any Personal Information. If the Licensed Content includes Personal Information, then the parties will comply with the Partner Information Protection Addendum at: https://business.safety.google/pipa/. “Personal Information” has the meaning given to it in the Partner Information Protection Addendum.

8.3 No Publicity. Subject to a requirement of applicable law, neither party may make any public statement (including a press release) regarding this Agreement without the other’s written approval.

9 Term and Termination

9.1 Agreement Term. This Agreement will start on the Effective Date and continue until March 31, 2028, unless terminated earlier in accordance with this Agreement. 

9.2 Termination.

    (a) For Cause. Either party may terminate this Agreement immediately on written notice if the other party (i) is in material breach of this Agreement and fails to cure that breach within 30 days after receiving written notice from the first party identifying the breach; or (ii) is unable to meet its obligations under this Agreement for more than 30 days due to force majeure.
    (b) For Convenience. Either party may terminate this Agreement at any time on 30 days written notice to the other party.
    (c) For Adverse Impact. If Google has a reasonable, good faith belief that your use of the Licensed Content has or may have an adverse impact on Google’s reputation or goodwill, Google may provide you with notice of such adverse impact. If after 30 days of Google’s notice, you have failed to appropriately remedy its use of the Licensed Content, or if the adverse impact is incapable of remedy, Google may terminate this Agreement immediately.

9.3 Effects of Termination. On expiration or termination of this Agreement for any reason (contractual or otherwise):

    (a) You will stop using all Licensed Content, and certify in writing to Google that all Licensed Content and copies thereof have been destroyed; and

    (b) All sections that under their terms or by implication ought to survive, will survive.

10 General

10.1 Notices. All notices of termination or breach must be in writing and addressed to the other party’s Legal Department. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

10.2 Affiliates, Consultants, and Contractors. Google may use its affiliates, consultants, and contractors in connection with the performance of its obligations and exercise of its rights under this Agreement, provided that those parties are subject to the same obligations as Google.

10.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

10.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

10.5 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

10.6 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

10.7 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

10.8 Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

10.9 Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter.

10.10 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

10.11 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.