TERMS AND CONDITIONS FOR USE OF BLUE WATER BALTIMORE DATA

These Terms and Conditions for Data Use (the “Terms”) govern the limited authorization granted to you, the “Recipient,” to access, copy, and use certain Data (defined below) compiled, analyzed, owned, or otherwise controlled by Blue Water Baltimore, Inc. (“BWB”). BWB and Recipient are sometimes referred to in these Terms singularly as a “Party” and collectively as the “Parties.” By clicking “I Agree” on BWB’s download page or by otherwise downloading or accessing the Data (as defined below), Recipient is agreeing that they have read, understood, and agree to abide and be bound by these Terms. Please read this document carefully before accessing or downloading any Data of BWB!

1. Description of Data. Data consists of water quality data resulting from water quality studies of the Baltimore Harbor and contributing watersheds conducted by or for BWB from 2013 through 2018 (the “Data”) and may include pertinent available biological, chemical, and physical parameters pursuant to the above-referenced studies. BWB may elect at any time to restrict access to all or part of the Data for any reason.

2. Permitted Use of Data. BWB grants Recipient the limited right to use and disclose the Data solely in connection with Recipient’s investigation into non-commercial research of surface and ground water quality. The Data shall not be accessed or utilized for any project beyond the scope of the permitted use above. The use of the Data shall be credited and acknowledged by the Recipient in any and all publications, reports, or presentations created.

3. Results and Reports of Recipient. Upon request of BWB, Recipient will grant to BWB a nonexclusive, perpetual, irrevocable, worldwide, and royalty-free right and license to use, refer to, and reproduce results generated by Recipient using the Data, for its own noncommercial research purposes.

4. Restrictions on Recipient’s Use of Data.

4.1 Recipient agrees to use or disclose the Data exclusively for the purposes set forth in Section 2 above and shall ensure the Data is not distributed, published, or displayed in the format in which it was downloaded or as otherwise provided by BWB.

4.2 Recipient agrees to use appropriate safeguards to protect the Data from misuse and unauthorized access or disclosure, including, without limitation, (i) maintaining adequate physical controls and password protections for any server or system on which the Data may reside; (ii) ensuring that Data are not stored on any mobile device (e.g. laptop, smartphone) or transmitted electronically unless encrypted; and (iii) taking any other measures reasonably necessary to prevent any use or disclosure of the Data other than as provided in these Terms.

4.3 Recipient will report to BWB any use or disclosure of the Data not provided for by these Terms of which Recipient becomes aware. Such report shall be made to BWB at the address noted in Section 6 as soon as reasonably possible, but, in any event, no later than three (3) days from the date on which Recipient becomes aware that the Data has been used or disclosed in a manner not provided for by these Terms. Recipient will fully cooperate with any remediation that BWB, in its sole discretion, determines is necessary to (i) address any applicable reporting or notification requirements; and (ii) mitigate any effects of such unauthorized use or disclosure of the Data.

4.4 Recipient will maintain and be responsible for the security of the Data and ensure that any personnel or other representatives to whom it provides the Data agree in writing to the same restrictions and conditions set forth in these Terms.

4.5 Recipient will not attempt to reverse engineer, de-aggregate, de-anonymize, or identify any individual source of information in the Data or attempt to contact any individuals or individual entities comprising Data points or sources of information.

5. Reservation of Rights. Nothing herein shall be deemed a grant of any intellectual property rights or other rights to use the Data for any products or processes for profit-making or commercial purposes outside the scope of the research set forth in Section 2. The Data will not be used in research that is subject to licensing or attribution obligations to another recipient, corporation or business entity unless prior written permission is obtained from BWB. Recipient shall have no rights in the Data other than as provided for in these Terms.

6. Term and Termination. These Terms shall be effective as of the date Recipient downloads or otherwise accesses Data and shall remain in effect as long as Recipient retains, utilizes, or disseminates the Data. BWB may suspend, limit, or terminate Recipient’s access or license to the Data with or without cause upon thirty (30) days’ notice to Recipient and immediately upon notice if it suspects that Recipient has violated any of these Terms. After expiration or termination of these Terms, Recipient will immediately destroy, cease all uses of the Data, and make no further use of the Data. Upon request from BWB, Recipient agrees to provide assurances that destruction has been accomplished pursuant to industry standards for data destruction.

7. No Warranties. EXCEPT AS SET FORTH HEREIN, BWB PROVIDES, AND RECIPIENT ACCEPTS, THE DATA “AS IS,” “WHERE IS,” AND WITH ALL FAULTS. BWB HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, ACCURACY AND COMPLETENESS OF DATA, OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

8. Indemnification. In no event shall BWB be liable for any use by Recipient, its employees or agents of the Data, or for any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from, or in connection with, these Terms or for the use or dissemination by Recipient of the Data.  Furthermore, Recipient agrees to indemnify BWB and its employees and agents and hold them harmless from any action, claim, or liability, cost or expense arising directly or indirectly from Recipient’s use or misuse of the Data.

9. Notice. Notice regarding termination or other matters relating to these Terms shall be made by email to Recipient and in writing to BWB as set forth below:

Angela Haren
Director of Advocacy and Baltimore Harbor Waterkeeper
Blue Water Baltimore
2631 Sisson Street
Baltimore, Maryland 21211
aharen@bluewaterbaltimore.org
410-254-1577 x112

10. Miscellaneous Provisions.

10.1 Entire Agreement. These Terms contains all of the terms and conditions agreed upon by the Parties regarding the subject matter of these Terms and supersedes any prior agreements, oral or written, and all other communications between the Parties relating to such matters.

10.2 Severability. If any provision of these Terms is determined to be illegal, invalid, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from these Terms if no such modification is possible. In any event, any such determination shall not affect the validity of the remaining provisions and the remainder of these Terms shall remain in full force and effect.

10.3 Waiver. The waiver by any Party of any provision or breach of these Terms shall not operate or be construed as a waiver of any other provision of subsequent breach.

10.4 Representation to Third-Parties. Recipient shall not use the organization name, trademarks or other symbols of BWB without BWB’s prior written consent, nor attribute to BWB any results generated by Recipient relating to the Data or any manipulation, derivations, or interpretation of the Data by Recipient. Nothing in this Section 10.4 prohibits Recipient from making factual statements of attribution regarding its receipt of the Data pursuant to these Terms, as set forth herein.

10.5 Amendments. These Terms may be amended or modified by BWB at any time by posting a notice or revised Terms to its website.

10.6 Governing Law. These Terms shall be governed by the laws of the State of Maryland, without regard to its principles of choice of law.

10.7 No Third Party Beneficiaries. Nothing in these Terms shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. Without in any way limiting the foregoing, it is the intent of Recipient and BWB that nothing in these Terms will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any party who provided or contributed to the Data. The obligations in these Terms shall survive the expiration or termination of these Terms.

10.8 Assignment. Recipient may not assign, subcontract, or delegate its license to the Data, any login credentials, or its rights under these Terms, in whole or in part, without the prior written consent of BWB.

10.9 Authority. Recipient represents and warrants that it is authorized to enter into these Terms and is capable of performing its obligations hereunder.

10.10 Headings. The headings and other captions in these Terms are for convenience and reference only and shall not be used in interpreting, construing or enforcing these Terms.