- last updated 4th March 2024 -


This Research License Agreement (“Agreement”) is entered into on the date of last signature
below, (“Effective Date”) by and between:

[organisation name] with its principal address at [⚫] (“Licensee” or “You”),


ThisisPLACE Trading Limited (“PLACE Trading”) incorporated and registered in England and Wales with
company number 14376864 whose registered office is at 10 Queen Street Place, London, United
Kingdom, EC4R 1BE. PLACE Trading is a wholly owned subsidiary of ThisisPLACE UK (“PLACE”), a
charitable company with registered company number: 14304502

A. WHEREAS, PLACE aims, for the benefit of the public, to promote and support the widest possible
public access to, and use of and contribution to geographic data and location linked data.
B. WHEREAS, PLACE has contributed to the creation, expansion, maintenance and governance of a
regulated data trust under an endowment (“The PLACE Trust”), containing certain data (including,
but not limited to, drone imagery, street camera imagery, air quality data, or other types of
geographic data and location linked data).
C. WHEREAS, through the support of The PLACE Trust, PLACE is mandated to enable and authorise
further use of data in The PLACE Trust.
D. WHEREAS, Licensee has expressed an interest in obtaining a license from PLACE to enable its use
of a certain subset of the data in The PLACE Trust, subject to the conditions as set out below.
E. WHEREAS such licenses are made available via the intermediation of PLACE Trading, which has been
authorised and licensed to do so by PLACE.
By choosing to access, stream, download and/or using in any way the data as described herein,
Licensee signifies that it unconditionally accepts all the terms and conditions of the present
agreement (hereinafter referred to as the “Agreement”). The acceptance by Licensee of this
Agreement is the condition upon which PLACE makes its data and related services available to
Licensee. Licensee accepts and recognizes that it shall have no legal basis to use or rely on the
data and/or services other than the present Agreement. Licensee shall guarantee that the terms of
this Agreement are strictly observed within its organization.

1.1. This Agreement is only available to legal entities who are PLACE Community members, with a
membership in good standing on the Effective Date (including payment of the relevant financial
contribution to PLACE). The Agreement is thus not available to individual persons, irrespective of
whether they act as consumers or as professionals. By accepting this Agreement, Licensee affirms
that it satisfies this requirement.

1.2. Licensee acknowledges that this Agreement automatically becomes null and void if the
aforementioned requirement is not met. In that situation, Licensee shall immediately cease any
usage of the data and related services, notwithstanding PLACE’s right to obtain compensation for
any unpermitted usage of the data and
related services.

2.1. This Agreement applies only to the data as made available by PLACE to You. Such data can be
made available:

2.1.1. via specific online services, including application programming interfaces (APIs) or web
services, as appropriate.

2.1.2. Or via statically predefined downloadable units (“chips”).

2.2. The set of data which is made available to You is referred to hereafter as the“Data”
Said Data may be subject to certain intellectual property rights as defined under applicable law,
including but not limited to copyrights, database rights, trade secrets or business secrets
(collectively “Intellectual Property Rights”), or to other legally defined exclusive rights
frameworks, including but not limited to ownership rights, governmental or contractual
confidentiality, national secrecy, national sovereignty, or legal privilege (collectively
“Exclusive Rights”). This Agreement sets out the terms under which the Licensee may engage in any
act in relation to the Data that is restricted by Intellectual Property Rights or Exclusive Rights,
whether in the original medium or any other.

2.3. You explicitly accept and agree that PLACE may apply technical or organizational safeguards to
control and limit access to such Data when needed to safeguard the interests of PLACE and/or its
members. This includes download volume limitations, limitations to the total number of individual
users per Licensee, or simultaneous access attempts, as communicated by PLACE from time to time.

2.4. You agree that your right to access and use the Data is limited to your organization,
including any individual persons who are employees of the Licensee or contractors working on behalf
of the Licensee. The Agreement does not apply to any affiliates, parent or child companies or
partner organizations of the

2.5. You are responsible for ensuring that access using your credentials is limited to
such persons, and for ensuring that only those persons who are permitted to access the Data on Your
behalf do so. You agree that any behavior undertaken towards the Data and any related services
using your credentials will be attributed
to You.

3.1. PLACE grants the Licensee, who accepts, the right to use and exploit the Data solely for
non-commercial research purposes, including verification of research findings and results, and not
for purposes of commercial manufacture or distribution or in lieu of purchase. For the purposes of
this Agreement, “research” means a systematic investigation of, or in relation to, the Data,
including research development, testing, and evaluation, designed to develop or contribute to
generalizable knowledge. For the purposes of this Agreement, “non-commercial” means not primarily
intended for or directed towards commercial advantage or monetary compensation.

3.2. The usage and exploitation right includes the right for Licensee to:
3.2.1. Use and exploit the Data solely for non-commercial research purposes. Research use only permits activities that are aimed at collecting and producing data in the course of scientific research (both natural and human sciences), including testing, evaluation and validation of research findings and results. Research use includes copying, studying, analyzing, displaying, and preparing derivative works of the Data, relying on the Data for the creation of new knowledge or information (including by combining it with other data), as well as modifying the Data.

3.2.2. Create and share Derivative Works, solely for research purposes as described above. For the
purposes of this Agreement, a Derivative Work means any derivative product or information developed
by the Licensee on the basis of the Data, which does not contain any imagery data from the Data and
is irreversible and uncoupled from the source imagery data of the Data.

3.3. This Agreement does not permit the exploitation or dissemination towards third parties of any
Value-Added Product, i.e., any product developed by the Licensee, which contains imagery data from
the Data, and resulting in a significant modification of the Data, through technical manipulations
and/or addition of other data. Such Value-Added Products may only be developed and used
internally for non-commercial research purposes.

3.4. The usage and exploitation right does not include the right to distribute or publish
the Data (or any parts thereof), or to make such Data accessible to third parties. No use of the
Data by Licensee is permissible that would invalidate the requirements and limitations of this
Agreement, including through (sub)licensing of the Data by Licensee under terms that are not
compatible with this Agreement. Licensee shall immediately inform PLACE if it discovers any
unauthorized use, reproduction, translation, adaptation or exploitation of all or any part of the
Data by any person or organization.

3.5. In the event that the Licensee encounters conflicting obligations arising from academic
transparency or research funding requirements, the Licensee shall promptly notify the Licensor in
writing. The parties shall engage in good faith discussions to conclude ad hoc arrangements,
modifications, or waivers to accommodate such obligations while still adhering to the terms of this
Agreement, to the extent that this is feasible from a legal and business perspective, taking into
account the interests of both Parties.

3.6. The Licensee may request, and the Licensor may agree to negotiate in good faith, ad hoc
arrangements to address specific circumstances not expressly covered by this Agreement. Any such
arrangements shall be documented in writing and incorporated as amendments to this Agreement.

3.7. PLACE retains ownership of the Data at all times, and any other right not explicitly granted
herein is reserved.

3.8. The license is non-exclusive, perpetual, non-revocable except as set out in Section 4, and non-transferable.

4.1. No financial consideration for the license grant will be required, other than the payment of
any applicable membership fees by the Licensee. No license grant shall have legal effect and
Licensee shall derive no rights from this Agreement until full receipt of these membership fees by
PLACE. If Licensee is no longer a member in good standing (whether for reasons of non-payment of
membership fees or otherwise), Licensee permanently loses its eligibility for this Agreement, and
Licensee’s rights to use or exploit the Data under this Agreement expire and terminate fully.
Licensee shall be required to immediately terminate any and all usage of the Data under this
Agreement at that time.

4.2. As a further consideration for the license grant as set out above, Licensee shall be required
to attribute the Data to PLACE as the source of the Data, by including or appending notice to the
Data or to any product or service that comprises the Data or a Derivative Work. This notice should
be visible or reasonably accessible to users of the Data, product, or service. Insofar as the Data
is subject to other moral rights, PLACE agrees to waive such rights for jurisdictions allowing waiver of moral rights to the fullest extent possible by the law of the relevant jurisdiction. If such
waiver of moral rights in the relevant jurisdiction is not possible, Licensor agrees
not to assert any such moral rights over the Data towards the Licensee.

5.1. This Agreement is limited to what is explicitly set out herein. It does not entitle Licensee
to any services, including support services, memberships, access to working groups or experts,
access to additional knowledge or information, use case support, or promotion.

6.1. PLACE Trading warrants that (i) this Agreement is a valid and fair understanding between the
Parties and that it will act in accordance with its terms; (ii) that is duly mandated by PLACE to
grant licenses as set out herein; and (iii) the execution of this Agreement does not conflict with
or constitute a violation of its organizational documents, or any contract, commitment,
agreement, arrangement or restriction of any kind to which PLACE Trading is a Party or otherwise

6.2. PLACE Trading warrants that, having sought independent legal advice, there is no legal
impediment under any laws applicable to PLACE Trading to the license granted to the Licensee as set
out in this Agreement.


7.1. Licensee warrants that: (i) this Agreement is a valid and fair understanding between the
Parties and that it will act in accordance with its terms; and (ii) that the Licensee has the
authority to and may validly agree to follow the terms set forth herein, through the execution of
this Agreement.

7.2. Licensee warrants that, having sought independent legal advice, there is no legal impediment
under any laws applicable to the Licensee, to the acceptance of the license grant to the Licensee
as set out in this Agreement.


8.1. The Parties hereby agree that neither Party will be responsible for any damages that occur in
connection with any use of the Data by the other Party, or by any third parties that use or rely on
the Data. Except as otherwise set forth in 6.1 and 7.1. Neither Party makes any assurances or assumes any responsibilities or liabilities for the lawfulness of the other Party’s use of the Data, or of any third party’s use of the Data; and nor will a Party make any claims or assurances
towards third parties on the other Party’s responsibility or liability for any use of
the Data. Any such claims will be deemed invalid and unenforceable.

8.2. The Parties agree that neither Party shall be held liable for special, indirect, incidental,
or consequential damages for any actions arising under this Agreement, or under any legal theory or
law of any kind whatsoever.

8.3. Each Party disclaims all representations and warranties concerning the Data,
including all express warranties and all implied warranties.

9.1. This Agreement is concluded for an unlimited duration and remains valid until Licensee’s
membership status is terminated unless terminated earlier as set out below.

9.2. Each Party may immediately terminate this Agreement by notice if any of the following events,
or substantially similar events, occur; civil unrest, wartime conditions, natural catastrophe,
pandemic, or similar uncontrollable acts of major importance that make performance of the Agreement
impracticable, unsafe, or illegal under applicable laws of the Nation or the laws of England and Wales.

10.1. Entire Agreement:
This Agreement supersedes all prior oral or written communication, discussions, and representations
communicated between the Parties hereto in respect to the subject matter of this Agreement. Any
modification to this Agreement shall be made in a written document duly executed by the Parties

10.2. Electronic signing and electronic originals:

The Parties agree and affirm that this Agreement may be lawfully signed and exchanged between them
in an electronic manner, and that the electronically signed copy will have the value of an
original, authentic, and legally valid contract.

10.3. Assignment:

No Party shall assign or transfer this Agreement without the prior written
consent of the other Party. Notwithstanding the foregoing, a transfer in ownership or control of a Party or its business or assets shall not constitute an assignment for the purposes of this Agreement.

10.4. Governing Law and Venue:
The laws of England and Wales, without regard to its conflict of law provisions, shall be used to
govern and construe this Agreement. Such laws of England and Wales shall be the only ones applied
to determine whether this Agreement, or any of its provisions, are enforceable and legal.
The competent courts located in England and Wales shall have exclusive jurisdiction over any suit
arising out of the rights and obligations contained in this Agreement. Both Parties irrevocably
waive their right to sue the other Party in any other national or international court.

10.5. Notice:
10.5.1 Any Notice under this Agreement must be in writing and delivered by hand, by registered
mail, return receipt requested, or by recognized courier to the other Party at the addresses
hereunder listed. If any notice is sent by mail or courier, the notice will be effective on the
date of receipt.

10.5.2 Notices will only be effective when given to the following parties:

i). On behalf of PLACE Trading:
Attn: Managing Partner, The PLACE Trust
Address: 10 Queen Street Place, London, EC4R 1BE, United Kingdom

Email: [email protected]

ii). On behalf of Licensee: Attn: []Address: []  Email:


IN WITNESS WHEREOF, the Parties have executed or caused to be executed by a duly authorized representative and delivered this license agreement as of the date first above written.

PLACE Trading:



Title: Managing Licensor