PLACE COMMUNITY MEMBER AGREEMENT
- last updated 4th March 2024 -
PLACE TEMPLATES INCLUDING AGREEMENTS AND LICENSES ARE SHARED UNDER CREATIVE COMMONS ATTRIBUTION CC BY 4.0 DEED
PLACE COMMUNITY MEMBER AGREEMENT
This MEMBER AGREEMENT (this “Agreement”) is effective as of the date of last signature below, (the “Effective Date”), between ThisisPLACE Foundation, a non-profit organization[1] with its principal office located at 7272 Wisconsin Avenue, 9th floor, Bethesda, MD 20814, USA (“PLACE”) and [● applying organization] with its principal office located at [● business address] (“MEMBER”) being the agreeing parties under the laws of the District of Columbia (MEMBER and with PLACE each a “Party” and collectively the “Parties”).
The MEMBER, an organization in good standing, desires PLACE membership and to be included as part of the PLACE Community with access to all benefits and obligations as outlined in this Agreement.
PLACE is willing to provide the MEMBER access to data and benefits such as:
- Recognition of Member status on the PLACE Website and promotional materials
- Co-develop with PLACE use cases that show the benefit of PLACE data and the MEMBER’s derived works and solutions which PLACE will help to promote
- Access to all ultra-high resolution PLACE data collected to date (as 24-bit RGB (Red, Green, and Blue), geo-referenced optical aerial imagery, positionally accurate to +/-20 cm (absolute) & 24-bit RGB (Red, Green, and Blue), geo-referenced street imagery, subject to licensing terms agreed between the Parties
- Access to all new data produced and/or provided by PLACE and MEMBERS to The PLACE Trust, subject to licensing terms agreed between the Parties
- Co-develop and test PLACE storage architecture, the discovery tool, API (Application Programming Interface) and Bulk Download functionality
- Access and use of all material in the PLACE Knowledge Hub – an online repository of learning, training and knowledge sharing for PLACE members with the opportunity to inform and guide content development
- A seat and vote on one or more of our[2] working groups – that include Technical, Pricing and Licensing, and Governance
- Opportunity to contribute to the global ethics and responsible use of Location Data activities
- Be part of a vibrant network of professionals, service providers, NGOs and in-country trainees that solve problems, share ideas and projects, and discuss technical questions using geographic data
Support the mission of PLACE and help us map the urban world in ultra-high resolution and make these maps open, dependable, and accessible
[1] PLACE is a tax-exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 that was formed for the promotion of social welfare and is dedicated to bringing about civic betterment and social improvements for individuals and communities globally.
[2] To avoid any doubt the use of ‘our’ or ‘we’ refers to PLACE throughout
As a valued part of the PLACE Community, the MEMBER agrees to help PLACE in our mission to make high-resolution optical imagery of urban and peri-urban (street and aerial) areas available for Governments and through an innovative Trust model more broadly available for commercial and non-commercial use.
PLACE is founded on nine key principles that guide operations (see Figure 1 below):
Figure 1 PLACE Principles
Fundamental to PLACE’s principles is the belief that we need the input, ideas, and assistance of a broad and diverse range of members. We believe everyone should benefit from the use of PLACE data and that no one should be harmed. Further, we believe our members should have a voice in our governance, and setting access terms, licenses, and support contributions. Our partnership with you as our MEMBER will help PLACE grow and improve and we ask that as our MEMBER you engage actively in at least one working group. We also ask that members help to promote PLACE and the PLACE mission, and that you hold us to account and provide direct, constructive feedback so we can collectively and collaboratively improve.
ARTICLE I
DEFINITIONS
1.1 Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:
“Administrator” means an agent, executive, employee, or any other individual working on behalf of the MEMBER, who may designate Authorized Representatives.
“Authorized Representative” means an agent, executive, employee, or any other individual working on behalf of the MEMBER, who has authorization to access PLACE Member benefits including but not limited to Data on behalf of a MEMBER.
“PLACE Affiliate” shall have the meaning set forth in section 3.4.
“Confidential Information” shall have the meaning set forth in section 2.6.
“Cure Period” shall have the meaning set forth in section 2.2.
“Data” means Data that is available to Members including but not limited to aerial imagery, street view and ground control points
“Good Standing” shall have the meaning set forth in section 2.1.
“Locus Charter” means the set of common international principles intended to support ethical and responsible practice when using location data. The current version of the Charter can be found on the American Geographical Society website at https://ethicalgeo.org/locus-charter/ PLACE is a signatory of the Charter and it is referenced in our 9 Principles under Accountability
“Losses” shall have the meaning set forth in section 3.3.
“MEMBER” means any government, commercial entity, non-governmental organization, research institution, academic institution, philanthropic organization, or professional association in Good Standing that seeks membership and to be included as part of the PLACE Community, with access to benefits including use of the Data and has paid its Support Contribution.
“MEMBER Benefits” shall mean those benefits outlined in this agreement and published on the PLACE website on the date of the execution of this agreement and any additional benefits published during the term of this agreement.
“PLACE Community” shall mean the collective of all PLACE Members and Partners
“Proceedings” shall have the meaning set forth in section 3.3
“Support Contribution” means the financial or agreed in-kind contribution that the MEMBER agrees to pay upon execution of this Agreement as set forth in Exhibit A to this Agreement.
“Working Group” shall mean any group formed as part of the activities of the PLACE Community with current groups being Governance, Pricing & Licensing and Technical.
ARTICLE II
2.1 General Terms. The purpose of Membership is to build a collaborative, diverse and global community of organizations with an interest in furthering the mission of PLACE and utilization of Data for positive impact. Any government, commercial entity, non-governmental organization, research institution, academic institution, philanthropic organization, or professional association in Good Standing may become a Member of PLACE Community and gain access to Member benefits including Data. An entity in “Good Standing” is one that is able to pass a due diligence screening by PLACE, or a background check provided by a third-party entity of PLACE’s choosing and is able to produce certificates of good standing held by relevant governmental authorities.
2.2 Support Contribution. Each MEMBER’s access to Member benefits is conditioned on providing a financial (or in exceptional circumstances in-kind) support contribution (the “Support Contribution”) The annual support contribution will be a value of no less than $1000USD but we ask you to consider more as you are able and willing. The annual support contribution is non-refundable and due upon execution of the Agreement. Members who fail to pay their Support Contribution will be provided a sixty (60) day period during which they will not have access to Member Benefits including Data until such time that the Support Contribution is paid (the “Cure Period”). Where an in-kind support contribution is agreed with PLACE, the details and conditions of the in-kind support contribution will be outlined in Exhibit A of this Agreement.
2.3 Term. The access to Member benefits and recognition of participation shall commence on the day the Agreement is signed and executed by all Parties, and it shall continue for a period of 12 months. At the end of the Membership period, all Members in good standing will be invited to renew their Membership in the PLACE Community according to the current Membership Agreement terms.
2.4 Termination. This Agreement may be terminated at any time, and without payment of any penalty, by either party upon sixty (60) days’ prior written notice to the other party. PLACE may terminate this Agreement upon (i) an infringement of the terms and conditions herein, (ii) MEMBER’s failure to pay their Support Contribution upon execution (iii) MEMBER’s infringement of the principles of PLACE to uphold the responsible use of the Data. Upon termination of this Agreement for any reason (i) such termination will be without prejudice to the rights and remedies of PLACE in respect to any breach of this Agreement by the MEMBER, (ii) all obligations contained in this Agreement which are by their nature intended to and are capable of surviving the termination will continue in full force and effect according to their terms, (iii) The MEMBER and all Authorized Representatives and all persons who have access to Member benefits including Data will cease to use the Data and will promptly destroy (and certify to PLACE in any reasonable format requested by PLACE the destruction) of all copies of the Data or any part of the Data (whether in hard copy, electronic form or otherwise).
2.5 Transferability and Assignment. The MEMBER may not transfer their rights to, or their interests in any Member benefit including the Data to any other Member, or to any other individual, entity, organization, association, or government. Government entities may not assign their MEMBER benefits to government contractors or other organizations performing work for the government entity.
2.6 Confidentiality. For purposes of this Agreement, “Confidential Information” of a Party shall mean, with respect to PLACE, the PLACE Confidential Information, and with respect to the MEMBER, the MEMBER’s Confidential Information; all Confidential Information must be clearly marked as “CONFIDENTIAL” prior to any sharing by either of the parties and provided that Confidential Information of a Party shall not include any information that: (i) is in or becomes part of the public domain other than through a breach by the other Party of this Agreement; (ii) was demonstrably known to the other Party previously with no obligation to keep it in confidence; (iii) is subsequently disclosed to the other Party on a non-confidential basis from a source other than such Party (provided that such source is not known to the other Party to be bound by a confidentiality agreement with such Party or otherwise prohibited from transmitting the information to the other Party by a contractual, legal or fiduciary obligation); or (iv) a Party can demonstrate, from written records, that such information was independently developed by the employees of the other Party who have not had access to and without any use of any Confidential Information.
2.7 Use of Logo. Parties authorize each other to use their respective name and logo without notice to or consent, in connection with certain promotional materials that they may disseminate to the public. The promotional materials may include, but are not limited to, brochures, video, internet website, press releases, advertising and any other materials relating the fact that MEMBER is a Member of PLACE Community. Nothing herein obligates Parties to use said name and/or logo in any promotional materials
ARTICLE III
MISCELLANEOUS PROVISIONS
3.1 Intellectual Property. All rights and obligations with respect to the Intellectual Property
related to the use of Data for derived works will be controlled under an approved PLACE License
Agreement. All remaining Intellectual Property developed within the PLACE membership remains the
property of PLACE to be made available publicly under CCBY
(https://creativecommons.org/licenses/by/4.0/).
3.2 Warranties. MEMBER represents and warrants that: (i) this Agreement is valid and a fair
understanding between the Parties and that it will act in accordance with its terms; and (ii) that
the MEMBER has the authority to and may validly agree to follow the terms set forth herein, through
the execution and delivery of this Agreement
3.3 Liabilities. Each Party shall defend and hold harmless the other Party, and its respective
Authorized Representatives, from and against any fines, penalties, consequential damages (other
than lost profits), direct out of pocket losses, liabilities, judgments, arbitration awards,
settlements, damages and costs, including reasonable attorneys’ fees (“Losses”) resulting from or
arising out of any third party suits, actions, claims, demands or similar proceedings
(collectively, “Proceedings”) caused by a Party’s access to or use of any Member benefit including
Data, or any breach by the Party or any Authorized Representative, or that are based on or result
from a Party’s ability or inability to use the Data or any portion thereof, or any information,
service, report, analysis or publication either Party derives there from. In no event shall either
Party or any of its respective affiliates and their respective agents, executives, employees, or
any other individuals working on behalf of them, be liable under this Agreement, whether in
contract, warranty, tort, negligence, strict liability, or any other theory of liability. Nothing
in this Agreement excludes or limits any liability which cannot legally be excluded or limited by
law. Each party’s liability and debt to the other party under and in connection with this
agreement, including this clause 3.3, will be limited, during each year of membership, to the
amount of the annual membership fee paid to PLACE by the MEMBER in respect of that year of
membership.
3.4 No Warranties. Neither PLACE or any of its affiliates, funders, third party vendors,
contractors or technology suppliers (each, a “PLACE Affiliate”), nor any of their respective
agents, executives, employees, or any other individuals working on behalf of them, makes any
warranty to the MEMBER or any other person as to the Member benefits including Data or portion
thereof, whether express or implied, including (i) any implied warranty of merchantability or
fitness for a particular purpose, or (ii) any warranty regarding the correctness, quality,
accuracy, reliability, security, performance, completeness, timeliness or continued availability of
the Data or any portion thereof. The MEMBER acknowledges and agrees that Member benefits including
the Data is provided on an “as is” basis at the
MEMBER’s sole risk. Unless otherwise expressly provided herein, neither any Company
Affiliate nor any Authorized Representative shall have any duty or obligation to maintain the Data
or any portion thereof or to verify, correct, complete, or update any information displayed
thereon. PLACE’s sum and total cumulative liability arising out of any kind of legal claim (whether
in contract, tort or otherwise) relating to the MEMBER’s use of the Data cannot exceed the amount
paid to PLACE by the MEMBER in the quarter immediately prior to the first occurrence of the event
giving rise to such claim.
3.5 No Liability for Other Providers. The MEMBER acknowledges that in accessing or using Member
benefits including Data, it may be provided with links to websites of (or otherwise presented with
content provided by) third parties and agrees that PLACE shall not be liable for any such
third-party content. The fact that PLACE has provided a link to a third-party site, or that a
third-party site has provided a link to the Data, does not constitute an endorsement,
authorization, sponsorship, or affiliation by PLACE with respect to that site, its owners, or its
providers and the MEMBER accesses that site and any services or information provided therein at the
MEMBER’s own risk. PLACE is not responsible or liable for, and makes no representations or
warranties with respect to, any information, software, products, services, or content found on any
of the linked sites, including appropriateness of any products, services, or transactions described
therein.
3.6 Notices. All notices and other communications required or permitted hereunder shall be in
writing and may be sent by (i) personal delivery, (ii) registered or certified mail, (iii)
overnight courier or (iv) electronic mail or similar means of simultaneous transmission and
receipt, in each case to the addresses of the Parties set forth below (as may be changed by either
Party at any time by written notice to the other Party), and shall be deemed to have been duly
given upon the date of receipt.
IN WITNESS WHEREOF, the Parties have executed or caused to be executed by a duly authorized representative and delivered this Agreement as of the date first above written.
ThisisPLACE Foundation:
Signed:
Name:
Title:
Date:
[●] MEMBER:
Signed:
Name:
Title:
Date:
EXHIBIT A
SUPPORTER CONTRIBUTION
Under this Agreement the MEMBER will be recognized as a Member participant of the PLACE Community having paid the relevant Supporter Contribution of a minimum of $1000USD as agreed.
Many PLACE members contribute more than the minimum $1000USD to the organization and we ask all to consider if they can provide more to assist in furthering the mission of our work.
