1.1   For the purposes of the T&Cs, the following definitions shall apply:

• – “Affiliate” means an entity that owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
•  
• – “API” means Application Program Interface.
•  
• – “Confidential Information” means all information identified as confidential at the time of disclosure by the Disclosing Party,
  or which should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All PolicyCLOUD Technology will be deemed Confidential Information of PolicyCLOUD without need for any marking or further designation of confidentiality. All User Data will be deemed Confidential Information of the User without need for any marking or further designation of confidentiality. Confidential Information shall not include
  information that the Receiving Party can demonstrate:
•  
•                  a) Was rightfully in its possession or known to it prior to receipt of the information.
•  
•                  b) Is or has become of public knowledge through no fault of the Receiving Party.
•  
•                  c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.
•  
•                  d) Is independently developed by employees of the Receiving Party who had no access to such information.
•  
• – “Consumer” means the User accessing or using shared data.
•  

• – “Contractors” means independent contractors and consultants.
•  
• – “Disclosing Party” is defined in Section 17 (Confidential Information).
•  
• – “Documentation” means PolicyCLOUD’s technical documentation and usage guides for the Service, as updated by PolicyCLOUD from time to time.
•  
• – “Effective Date” means the date of User’s initial access to the Service, through any online provisioning, registration or order process.
•  
• – “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by the User or its personnel, Contractors and/or Affiliates relating to PolicyCLOUD’s products or services.
•  
• – “PolicyCLOUD” means the PolicyCLOUD Consortium.
•  
• – “NDA” means a non-disclosure, confidentiality, or similar agreement.
•  
• – “PolicyCLOUD Technology” means, collectively, the Service, all Documentation, and all related and underlying technology and documentation, and any derivative works, modifications, or improvements of any of the foregoing.
•  
• – “Provider” means the User sharing its Data.
•  
• – “Receiving Party” is defined in Section 17 (Confidential Information).
•  
• – “Service” means the edition of the PolicyCLOUD service selected by the User during registration, and as further described in the Documentation.
•  
• – “Service Data” means query logs and other information about the User’s use of the Service. Service Data does not include User Data.
•    
• – “User” is the entity or person placing an order for or accessing the Service.
•  
• – “User Data” means any data or data files uploaded by or on behalf of the User to the Service for storage in a data repository.

2.1   These T&Cs are entered into by and between PolicyCLOUD and the User.

3.1   From time to time, PolicyCLOUD may modify the T&Cs.

3.2   PolicyCLOUD will use reasonable efforts to notify the User of the changes.

3.3   The User may be required to click to agree to the modified T&Cs.

3.4   Continued use of the Service after the updated version of the T&Cs goes into effect will constitute User’s acceptance of such updated version.

3.5   If the User does not agree to the changes, the User may terminate the agreement in accordance with Section 20 (“Termination”).

4.1    The Service is a cloud data warehouse service designed to allow Users to use structured and semi-structured data from multiple sources for policymaking purposes.

5.1   The Authorised Users may access and use the Service in accordance with the T&Cs and the Documentation.

5.2   Without prejudice to Section 6 (Contractors and Affiliates), use of and access to the Service are permitted only to the User.

6.1   The User may permit its Contractors and Affiliates to use the Service, provided that:

a) The User remains responsible for compliance by each Contractor or Affiliate with the T&Cs.

b) Any use of the Service by each Contractor or Affiliate is solely for the benefit of the User.

7.1    The Service includes the capability for the User, in its sole discretion, to share User Data with other PolicyCLOUD users, and access or use data provided by other PolicyCLOUD users (Providers).

7.2    When the User is a Provider, the Provider may, in its sole discretion, grant Consumer access to all or part of its User Data, as permitted by the functionality of the Service. The Provider acknowledges and agrees that:

a) The Consumers will have access to User Data provided by the Provider, as configured by the Provider on the Service, and that it is the Provider’s sole responsibility to evaluate any risks related to its sharing of User Data with the Consumers.

b) PolicyCLOUD has no control over, and will have no liability for, any acts or omissions of any Consumer with respect to the Provider’s sharing of User Data.

c) The Provider remains responsible for its User Data, as set forth in the T&Cs.

7.3    When the User is a Consumer, by accessing or using User Data uploaded by a Provider, the Consumer acknowledges that:

8.1    The User will not and will not permit any third party to:

a) Without prejudice to Section 6 (“Contractors and Affiliates”), make the Service available to a third party, or in a service bureau or outsourcing offering.

b) Directly expose the functionality of the Service for the benefit of a third party.

c) Seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law, and then only upon prior written notice to PolicyCLOUD.

d) Remove or obscure any notice contained in the Service.

e) Use any portion of the Service to create a competitive service, product or technology.

8.2    The User shall not conduct any security testing of PolicyCLOUD or the Service, without express prior written consent of PolicyCLOUD.

8.3    The User shall not exercise any audit rights with regards to PolicyCLOUD or the Service.

10.1    The User will be responsible for providing all the User Data to PolicyCLOUD and will provide such User Data in a format consistent with the requirements specified by PolicyCLOUD.

10.2    Errors in loading User Data into the applicable Service due to defective media, erroneous data or failure to meet such requirements may cause User Data to be rejected by the Service and PolicyCLOUD will have no responsibility for any related impact on User’s ability to access or use the Service.

11.1    The User will ensure that its use of the Service and all User Data will be always compliant with the User’s privacy policies and all applicable local, state, federal and international laws, regulations and conventions.

11.2    The User is solely responsible for the accuracy, content and legality of all User Data.

11.3    The User represents and warrants to PolicyCLOUD that the User has sufficient rights in the User Data to grant the rights granted to PolicyCLOUD in Section 9 and that the User Data does not infringe or violate the rights of any third party

12.1    The User will keep Service-relevant password information strictly confidential and will not share such information with any third parties.

12.2    PolicyCLOUD will not have any liability for actions taken using User’s passwords.

12.3   The User will be responsible for restricting access by any personnel, Contractor or Affiliate who is no longer authorized to access the Service.

13.1   The User declares to have read and understood PolicyCLOUD’s privacy policy available here, which is fully applicable to the processing of personal data carried out by PolicyCLOUD in connection with the Service.

14.1   The User agrees that PolicyCLOUD or its suppliers retain all right, title and interest in and to the PolicyCLOUD Technology.

14.2   Except for the express limited rights set forth in the T&Cs, no right, title or interest in any PolicyCLOUD Technology is granted to the User.

14.3   The User acknowledges that the Service is offered as an online, hosted solution, and that the User has no right to obtain a copy of the underlying computer code for the Service.

14.4   Notwithstanding anything to the contrary herein, PolicyCLOUD may freely use and incorporate any Feedback into PolicyCLOUD’s products and services.

16.1   PolicyCLOUD may use and display User’s name, logo, trademarks, and service marks on PolicyCLOUD’s website and in PolicyCLOUD’s external communication materials in connection with identifying the User as a user of PolicyCLOUD.

17.1   Each party, as Receiving Party, will use the same degree of care that it uses to protect the confidentiality of its own confidential information of the same kind, but not less than reasonable care, to:

a) Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the T&Cs.

b) Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and Contractors who need that access for purposes consistent with these T&Cs and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

17.2   The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment (whenever legally permissible under the laws applicable to the Disclosing Party).

17.3   The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

18.1   The User’s use of the Service may be limited or capped by PolicyCLOUD in its sole discretion.

19.1    These T&Cs are effective as of the Effective Date and will remain in effect until terminated in accordance with these T&Cs.

20.1     Either party may terminate this Agreement at any time with or without cause by providing notice via email to the other party and requesting termination.

20.2    The User may terminate by emailing PolicyCLOUD at policycloud.data.marketplace@gmail.com.

20.3    PolicyCLOUD may terminate by emailing the email address provided by the User in connection with the creation of a registered account related to the Service.

20.4    Termination will be effective the following business day after notice is received by the non-terminating party.

20.5    Upon any expiration or termination of these T&Cs, the User will immediately cease use of and access to the applicable Service and delete all copies of the Documentation, the Service passwords or access codes, and any other PolicyCLOUD Confidential Information in its possession.

20.6    Following termination or, if applicable, the Transition Period, the User will have no further access to any User Data.

20.7    Promptly following the expiration or termination of the T&Cs or, if applicable, the Transition Period, PolicyCLOUD will delete the User Data.

20.8    Except where an exclusive remedy is specified, the exercise of either party of any remedy under these T&Cs will be without prejudice to any other remedies it may have.

21.1     The following Sections will survive any expiration or termination of these T&Cs: 1 (Definitions), 8 (General Restrictions), 14 (Intellectual Property), 17 (Confidential Information), 19 (Term), 20 (Termination), 23 (Service Warranty), 24 (Indemnification), 25 (Consequential Damages Waiver), 26 (Assignments), 27 (Severability), 28 (Dispute Resolution), 29 (Governing Law), 30 (Jurisdiction and Venue), 31 (Attorney’s Fees and Costs), 32 (Notices), 33 (Amendments and Waivers), 34 (Entire Agreement), 35 (Third Party Beneficiaries), 36 (Force Majeure), and 37 (Independent Contractors).

22.1   In addition to any of its other rights or remedies set forth in the T&Cs, PolicyCLOUD reserves the right to suspend provision of the Service:

a) If PolicyCLOUD deems such suspension necessary because of User’s breach of Section 8 (General Restrictions) or Section 11 (User Obligations).

b) If PolicyCLOUD reasonably determines suspension is necessary to avoid material harm to PolicyCLOUD or its other users.

c) As required by law or at the request of public entities.

23.1      No Service warranty by PolicyCLOUD will apply unless the User makes a claim within thirty days of the date on which the User first noticed the non-conformity, or if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services.

23.2      Except as expressly set forth in the T&Cs, the Service is provided “as is” and PolicyCLOUD makes no other warranties regarding the Service.

23.3      PolicyCLOUD does not warrant that the use of the Service will be uninterrupted or error-free, nor does PolicyCLOUD warrant that it will review the User Data for accuracy or that it will preserve or maintain the User Data without loss.

23.4      PolicyCLOUD shall not be liable for problems inherent to the use of the internet and electronic communications.

23.5      PolicyCLOUD disclaims all liability and indemnification obligations for any harms or damages caused by any third-party hosting providers.

23.6      The User may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.

24.1      The User will defend PolicyCLOUD from and against any claim by a third party arising from or relating to any User Data or any product or service offered by the User in connection with or related to the Service and will indemnify and hold harmless PolicyCLOUD from and against any damages and costs awarded against PolicyCLOUD or agreed in settlement by the User, resulting from such claim.

24.2      Failure by PolicyCLOUD to notify the User of a claim under this Section 24 shall not relieve the User of its obligations.

24.3      The User may not settle any claim in any matter that would require obligation on the part of PolicyCLOUD, without PolicyCLOUD’s prior written consent.

25.1      Except for User’s breach of Sections 8 (General Restrictions), 11 (User Obligations), or 17 (Confidential Information), and its obligations under Section 24 (Indemnification), neither party nor its affiliates shall be liable to the other party or its affiliates for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance, or consequential damages.

25.2      The limitations specified in this Section 25 will survive and apply even if any limited remedy specified in the T&Cs is found to have failed of its essential purpose.

26.1      The T&Cs will bind and inure to the benefit of each party’s permitted successors and assignees.

26.2      Neither party may assign these T&Cs without the advanced written consent of the other party, except that either party may assign these T&Cs in connection with a transfer of all or substantially all such party’s assets or voting securities.

26.3      Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

27.1      If any provision of these T&Cs will be held by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that the T&Cs will otherwise remain in effect.

28.1      Each party agrees that before it seeks any form of legal relief, except for a provisional remedy as explicitly set forth below, it shall provide written notice to the other party of the specific issues in dispute and reference the relevant provisions of the contract between the parties which are allegedly being breached.

28.2      Within thirty days after such notice, knowledgeable executives of the parties shall hold at least one meeting, in person or by videoconference or tele-conference, for attempting in good faith to resolve the dispute.

28.3      The parties agree to maintain the confidential nature of all disputes and disagreements between them, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision.

28.4      The dispute resolution procedures in this Section shall not apply to claims subject to indemnification under Section 24 (Indemnification) or prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets or Confidential Information.

29.1      This Agreement will be governed by the laws of Spain without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.

30.1      The jurisdiction and venue for actions related to the subject matter hereof will be of the courts of Spain and both parties hereby submit to the personal jurisdiction of such courts.

31.1      The prevailing party in any action to enforce these T&Cs will be entitled to recover its attorneys’ fees and costs in connection with such action.

32.1      Any notice or communication required or permitted under the T&Cs will be in writing:

a) For notices to PolicyCLOUD to the address policycloud.data.marketplace@gmail.com.

b) For notices to the User, to the address electronically submitted by the User during registration for the Service.

33.1      Except as otherwise expressly provided herein, any supplement, modification, or amendment of the T&Cs will be binding only if executed in writing by a duly authorized representative of each party to these T&Cs.

33.2      No waiver will be implied from conduct or failure to enforce or exercise rights under these T&Cs.

33.3 Any waiver will be effective only id made in writing and signed by a duly authorized representative on behalf of the party claimed to have waived.

33.4      No provision of any form employed by the User will supersede these T&Cs, and any such document relating to these T&Cs will be for administrative purposes only and will have no legal effect.

33.5      The parties and/or their Affiliates may enter an NDA on or around the Effective Date; notwithstanding anything to the contrary in the NDA or the fact that the NDA may be executed after the T&Cs, the NDA shall not supersede or amend these T&Cs or apply to the User’s use of the Service or to any User Data.

34.1      These T&Cs are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous agreements and communications relating to the subject matter of the T&Cs.

34.2      The Service is provided as an online subscription, and PolicyCLOUD may change and update the Service, in which case PolicyCLOUD may update the Documentation accordingly.

35.1      There are no third-party beneficiaries under these T&Cs.

36.1      Neither party will be liable to the other for any delay or failure to perform any obligation under these T&Cs if the delay or failure results from any cause beyond such party’s reasonable control.

37.1      The parties to the T&Cs are independent contractors and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between them.

37.2      Each party will have the power to bind the other or incur obligations on the other party’s behalf only with the other party’s prior written consent.