Data Service Terms and Conditions

ORBCOMM® Data Service Terms and Conditions

  1. Nature of the Data Service
    • ORBCOMM’s Data Service gathers data from Equipment installed on Customer’s assets, processes that data, and makes it available to the customer in useful form through proprietary software and computer hardware resources, ORBCOMM’s websites, and/or, if ordered, optional direct feed to Customer's existing information systems, subject to the payment of additional fees. It also may permit the Customer to send data and/or commands to certain types of Customer asset on a machine-to-machine basis. The Data Service includes data query, mapping, and other analytic functionalities and is not offered as a raw data feed from the Equipment.
    • Although pricing for the Data Service is sometimes stated in terms of data or message volumes, the Data Service is not “airtime” or a simple telecommunications service. ORBCOMM consumes telecommunications service in order to collect the data from the Equipment so that ORBCOMM can provide the Data Service, but Customer is not a purchaser of that telecommunications service, which is entirely arranged and paid for by ORBCOMM as a part of its costs of service. Customer acknowledges that Customer has no contractual relationship or right with respect to the carrier providing the telecommunications service between its Equipment and ORBCOMM or to the telephone numbers assigned to facilitate that service, that the carrier is in no event liable to Customer with respect to the performance or nonperformance of such telecommunications services, and that ORBCOMM is not a provider of telecommunications services and does not control the network over which the data passes from the Equipment to ORBCOMM’s computers. For international service, some countries will not recognize ORBCOMM as the consumer of the telecommunications service and may consider any provision of the Data Service by Customer to its local customers or end users to be a regulated resale of telecommunications services. In such countries, Customer will be responsible at its sole expense to obtain and maintain or cause its local dealer or affiliate to obtain and maintain, the necessary telecommunications license for provision of the Data Service to its local customers or end users.
    • Data Service is only provided for assets belonging to Customer or its affiliates and furnished with Equipment. It is not designed to be or offered as compatible with any other data source and any attempt to connect any other data source to the Data Service is a violation of these license terms and is cause for immediate termination of all Data Service to the Customer without refund of amounts previously paid.
  2. Access to the Data Service
    • Subject to the terms of this Agreement, ORBCOMM will provide Customer with access to the Data Service on a limited, non-exclusive, revocable basis, for use solely for Customer’s internal business purposes and those of Customer’s affiliates under Customer’s ownership or under common ownership or control with Customer.
    • ORBCOMM will provide Customer with unique access credentials to: (a) enable the Customer’s application users to access the Data Service; and (b) provide Customer access to an administrative customer service site (collectively, “Access Credentials”). Customer will not make its Access Credentials available to any third party other than a third party authorized to act on its behalf and agrees to safeguard the secrecy of its Access Credentials including making password changes periodically or upon material personnel changes. Customer is fully and primarily responsible for all use of the Data Service through its Access Credentials.
    • Customer shall be solely responsible for providing, at its own cost and expense, all equipment and telecommunications service necessary to use the Data Service including computers, modems, and Internet access. Customer assumes the responsibility to make sure that its computers and related systems have the capacity to receive the Data Service through the ORBCOMM websites and to correct promptly any problems with such computers and related systems that interfere with or prevent the use of the same.
  3. Use and Support of the Data Service
    • Customer does not have the right to resell the Data Service or act as a service bureau with respect to the Data Service or any component thereof. All rights, including rights of use, not specifically granted under this Agreement are reserved by ORBCOMM and its suppliers. Customer must clearly display the following message: “ORBCOMM Network Information Services” in a clearly visible location on any Customer derivative work, or application that uses ORBCOMM Data Service for content or information. The Customer shall not re-sell ORBCOMM Data Service data or information content, in any derivative work or application, accessible to anyone not directly employed by Customer or its affiliates.
    • Customer will not use the Data Service: (i) in connection with the transmission, sale, license or delivery of any infringing, defamatory, offensive, or illegal products, services or materials; (ii) in any manner that threatens the integrity, performance, or availability of the Service, including, without limitation, knowing transmission of any virus, worm, Trojan, or other harmful code, attempting to gain unauthorized access to any ORBCOMM systems or data, or engaging in any type of denial-of-service or other cyber-attack on the ORBCOMM systems; or (iii) in violation of local, state, federal or equivalent privacy or other regulations. Additionally, to the extent the Data Service involves the use of SIMs (whether supplied by ORBCOMM or by Customer), any misuse, unauthorized use, or use inconsistent with the intended purpose of such SIMs that incurs additional costs or charges is Customer’s responsibility, and Customer agrees to reimburse ORBCOMM for such costs.
    • To the extent that any data derived from Equipment installed on Customer assets is considered personal data subject to privacy laws or regulations by any country in which the Equipment is used, Customer represents and warrants that it: (a) will comply with the provisions of such data privacy laws and regulations, including but not limited to having a sufficient legal basis for processing personal data; and (b) has obtained and will continue to obtain, update, and maintain adequate consent from the individuals to whom such data relates for ORBCOMM to receive, process, and make such data available through the Data Service.
    • Customer’s use of the Data Service will be subject to the data practices set forth in the ORBCOMM Privacy Policy as posted from time to time on ORBCOMM’s website http://www.orbcomm.com/en/privacy-policy (the “Privacy Policy”). ORBCOMM reserves the right to use the information and data to improve its Equipment, Data Services, products, and solutions, and for other industry purposes, provided that ORBCOMM ensures that the origin of such data is and remains anonymous, unless otherwise agreed to by the Customer. Customer's responsibilities as a data controller and ORBCOMM's responsibilities as a data processor under the General Data Protection Regulation (GDPR) are detailed in the Data Processing Agreement (“DPA”) available at https: //www.orbcomm.com/uploads/files/PDF/Data-Processing-Agreement-ORBCOMM.pdf.
    • ORBCOMM may, in its sole discretion, make feature or functionality updates to the Data Service from time to time. ORBCOMM will provide advance notice of such Data Service updates and will make commercially reasonable efforts to identify Data Service updates that may require modifications to Customer’s applications that interface with it. For those types of updates (such as a major version release, e.g., v1.0 to v2.0) that ORBCOMM reasonably believes will necessitate significant modification of interfacing applications of all users of the Data Service, ORBCOMM will maintain the immediately previous version (one version back) of the Service for no less than twelve (12) consecutive months starting from the date of release of the new version. Customer’s failure to upgrade its interfacing applications to be compatible with the latest version of the Data Service during this time may result in an interruption or termination of Customer’s access to the Data Service without liability on the part of ORBCOMM.
    • ORBCOMM will provide support in accordance with the Customer Care Support Services policy located at orbcomm.com/en/support-policy which is incorporated herein by reference.
    • Data Retention. Until Equipment/Unit is removed from the Data Services, or this Agreement is cancelled, terminated, or expires, ORBCOMM will make Customer’s data available to Customer through online access for a period of twelve (12) months from the date that the relevant data is generated. Thereafter ORBCOMM will archive and retain such data for twelve (12) months and, upon Customer’s request, will retrieve and make available such data, if Customer pays ORBCOMM’s then-standard, applicable retrieval service rates.
  4. Term and Termination of Data Service
    • The term of Data Service is determined on a unit-by-unit basis. Each unit of Equipment for which the Customer desires Data Service must be listed on an Order accepted by ORBCOMM.
    • For each unit of Equipment within an Order, the term of Data Service commences upon the earlier of Activation or thirty (30) days from the date of shipment. Customer will not have access to the Data Service until the applicable Device is activated. Notwithstanding the above, for advance annual payment terms the term of the Data Service begins upon shipment.
    • Unless otherwise specified in the applicable SOA or Exhibit A, the term of Data Service for each asset is three (3) years (the “Initial Term”) and thereafter shall automatically renew for additional twelve (12) month periods (each a “Renewal Period”) until and unless either party gives notice to the other, at least thirty (30) days prior to the end of a term, of its intention not to renew. Data Service fees begin on the first day of the month (a) in which Activation occurs or (b) in which the thirty (30) days from the date of shipment occurs, whichever is earlier, and ends on the last day of the month in which deactivation occurs, without proration. In the event Data Service for any Unit is terminated by Customer prior to completion of the Initial Term, Customer shall pay the remaining monthly Data Service Fees for each Device(s) so terminated, for the remainder of the Initial Term. For clarity, if Customer has one hundred (100) Devices using the Data Service and terminates the Data Services for five (5) of those Devices at month twelve (12) of the Initial Term Customer shall pay the Data Service monthly fees for those units for the remaining twenty-four (24) months of the Initial Term (“Termination Fees”). Termination Fees shall be waived if Customer terminates pursuant to section 5 of the main Agreement.
    • Service may be suspended immediately to all of Customer’s units upon notice if the Customer is in material breach of 3.b or 3.c. of these Data Service Terms and Conditions. Once Service has been suspended, such Service may be reactivated only upon receipt by ORBCOMM of all outstanding undisputed then owing, as applicable, (together with accrued interest thereon as applicable) together with payment of the reactivation fee set forth in the applicable SOA or Exhibit A for each unit of Equipment being reactivated. Customer may terminate any Order for Data Service hereunder within thirty (30) days following any material revision by ORBCOMM of the Privacy Policy referenced in sections 3.c. of these Data Service Terms and Conditions, if such revision is materially inconsistent with the previous version of ORBCOMM’s Privacy Policy. Upon termination of this Agreement for breach: (a) all rights granted to Customer under any Order will immediately terminate and Customer shall cease to use the Data Service and all Intellectual Property of ORBCOMM; and (b) Customer will pay any outstanding amounts owed to ORBCOMM. Upon proper termination by Customer based on ORBCOMM’s revision of its Privacy Policy, ORBCOMM will refund the unearned portion of the service fees paid. Termination for any other reason shall not excuse Customer’s obligation to pay all amounts due. Notwithstanding the foregoing, the terms of this Agreement will apply to continued use of the Data Service by Customer following the termination or expiration of any Order for Data Service.
  5. Pricing Data Service fees are specified in the applicable SOA or Exhibit A and are invoiced monthly. Commencing on the first anniversary of the Effective Date and each anniversary thereafter, ORBCOMM will upon thirty (30) days written notice, increase the Data Service fees. For agreements with ORBCOMM LLC, the adjustment will be equal to the percentage increase (if any) in the Consumer Price Index for all Urban Consumers (CPI-U); U.S. City Average; all items, not seasonally adjusted, for the preceding twelve-month period. For agreements with ORBCOMM Europe B.V. or ORBCOMM Ireland Ltd., the adjustment will be equal to the percentage increase (if any) in the Eurostat Industrial Producer Price Index, EU Total Market (excluding construction, sewage, waste management, and remediation activities) of the preceding twelve-month period. Such notification may be made via Order, email, or invoice to Customer by ORBCOMM. Any change in Data Service pricing shall be effective at the start of the billing cycle.
  6. Disclaimer of Warranties
    ORBCOMM AND ITS THIRD PARTY SERVICE PROVIDERS, INCLUDING BUT NOT LIMITED TO MICROSOFT, MAKES NO WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA SERVICE AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR AGAINST CLAIMS OF PATENT INFRINGEMENT OR THE LIKE AND ACCESS TO AND USE OF THE ORBCOMM DATA SERVICES, ARE PROVIDED "AS IS." ORBCOMM AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE OPERATION OF THE DATA SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND ORBCOMM AND ITS LICENSORS MAKES NO WARRANTY THAT THE DATA SERVICE WILL OPERATE PROPERLY AS INTEGRATED WITH CUSTOMER’S SYSTEMS AND APPLICATIONS. CUSTOMER ACKNOWLEDGES THAT TEMPORARY INTERRUPTIONS OF THE DATA SERVICES AVAILABLE THROUGH THE ORBCOMM WEBSITES OR OTHERWISE TO CUSTOMER MAY OCCUR AS NORMAL EVENTS.