This Data License Agreement ("Agreement") is a legal agreement between You ("Licensee", "you", "your") (either an individual or an entity) and SSA Group B. V., having its principal place of business at office 1.23, Kingsfordweg 151, 1043 GR Amsterdam, Netherlands and having Business Register number 74426117 ("Licensor", "SSA Group").
WHEREAS, SSA Group has compiled data into the proprietary Dataset (the "Data"); and
WHEREAS, SSA Group desires to license the Data to Licensee, and Licensee desires to license the Data from SSA Group, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the Parties agree as follows:
By clicking the accept / OK button, by ticking a selection box, by downloading, by installing and/or by using the Data, or by accessing them in any other way you agree to the terms of this Data License Agreement.
If you do not agree to the terms of this Data License Agreement, you are not granted any rights to download and/or use the Data, or to access them in any other way. In such case, you must cease immediately any action with regard to them and you must delete them on any media on to which you downloaded them.
- License
1.1 License Grant. Subject to and conditioned on Licensee's compliance with all other terms and conditions of this Agreement, SSA Group hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license during the Term to receive, retain, use, and modify the Data and to create Derived Data using the Data for Licensee's permitted use set forth in Section 1.3 (the "Permitted Use(s)"). Derived Data means any and all data created or derived from, or on the basis of, the Data using calculations, computations or any other mathematical or other manipulations or processes applied to the Data.
1.2 Use Restrictions. Except as specifically provided in this Agreement, Licensee may not: (a) publish, disseminate, distribute or provide access to the Data in its present form to any third party; (b) sell, sublicense, loan, lease, assign, authorize others to access, use, or disclose, or attempt to grant any rights to, the Data in its present form to third parties; (c) except as permitted by Law, decompile, reverse engineer, or otherwise attempt to derive source code from the Data; (d) to the extent the Data is provided in a manner that does not identify an individual, use the Data to create, generate, or infer any information relating to the identity of an individual; (e) engage in the development or marketing of a product or system commercially competitive with the Data; (f) use the Data for any illegal or fraudulent purposes; (g) encourage or assist any third party to do any of the foregoing.
1.3 Permitted Use(s). Licensee may use the Data with either any personal, internal business or commercial goals.
1.4 Reservation of Rights.
1.4.1 SSA Group reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Data.
1.4.2 Except for the Data that may be included in Derived Data, Licensee represents and warrants to SSA Group that it owns all right, title and interest in and to the Derived Data, including all intellectual property rights therein. Nothing in this Agreement will be construed or interpreted as granting to SSA Group any right, title or interest or except as expressly provided herein, any other intellectual property rights in or to the Derived Data.
1.5 The amount of data, data format, delivery method, as well as the license fee and a subscription period, if applicable, will be agreed upon by the Parties and stated in the corresponding email confirming the Licensee's order ("Offer").
1.6 Try before you buy. The demo version of the Data is provided to Licensee by the SSA Group to demonstrate the extraction from the real dataset. The demo version of the Data is provided with the same restrictions as described in this Agreement.
- Intellectual Property Rights
2.1 The Data remains the exclusive Intellectual Property of SSA Group. This means that while SSA Group grants usage rights to the Data, SSA Group continues to own all right, title and interest, including but not limited to Intellectual Property Rights, in and to the Data.
2.2 Any Intellectual Property Rights to the Data and its augmentations are the exclusive property of SSA Group.
2.3 Nothing in this Agreement constitutes a transfer of any of SSA Group’s Intellectual Property Rights to Licensee.
2.4 For the purposes of this Agreement, Intellectual Property Rights mean all intellectual property rights recognized by any government anywhere in the world, including patents, registered and unregistered trademarks and service marks, domain names, registered designs and design rights, copyright (including such rights in computer software and databases), database rights and moral rights (in each case for the full period thereof and extensions, revivals and renewals thereof), applications for the foregoing and the right to apply for any of the foregoing anywhere in the world, and all similar rights anywhere in the world, to the greatest extent permitted by law, including those subsisting in inventions, designs, drawings and computer programs.
- Guarantees and Warranties
3.1 The Data made available is provided "as is" without SSA Group's warranty of any kind, either express or implied, including, but not limited to, any implied warranty against infringement of third-parties' rights including but not limited to Intellectual Property Rights, or any other warranties of merchantability and fitness for a particular purpose.
3.2 Despite SSA Group's efforts to ensure that the Data are not covered by rights of third parties, SSA Group cannot warrant that third parties are able to enforce their rights or to make claims in relation to the Data. Licensee shall inform SSA Group immediately in writing if it becomes aware of such third-party claims. Parties shall then discuss the merits of the third parties' claims and how to deal with these claims.
- License Fee
4.1 Licensee should pay SSA Group a one-time fee or a subscription fee as agreed by the Parties and specified in an Offer (the "License Fee").
4.2 License fee is due and payable according to the payment terms. If no payment terms are agreed, the License fee is due prior to access to, and use of, the Data. Upon payment of the License Fee, Licensee will be granted access to the Data and the right to use the Dataset within 7 (seven) days.
- Term and Termination
5.1 Term. This Agreement will commence upon the Effective Date without time limitation unless terminated following section 5.2. In case of subscription, this Agreement will continue until the applicable subscription term has expired, unless earlier terminated in accordance with this Agreement.
5.2 Termination. Either party may terminate this Agreement, effective immediately upon written notice to the other Party.
- Indemnification
6.1 SSA Group Indemnification. SSA Group will defend and indemnify Licensee for a claim by an unaffiliated third party that the Dataset infringes that party's patent, copyright or other intellectual property right issued and existing as of the receiving of the Data and its subsequent updates, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement that SSA Group pre-approves in writing; provided that you promptly notify SSA Group in writing of any such claim, give us reasonable cooperation, information, and assistance in connection with it, and consent to the SSA Group's sole control and authority with respect to the defense, settlement or compromise of the claim. SSA Group will not be obligated under this section if the infringement results from: (i) your use in a manner inconsistent with the terms of this Agreement; (ii) Licensee using the Data in a manner not authorized by SSA Group, (iii) use of the Data in applications, environments or processes for which it was not designed or contemplated, (iv) corrections, modifications, alterations or enhancements that you make to the Data; (v) use of the Data by any person or entity other than you or your employees; or (vi) your willful infringement.
6.2 Enjoined Use. If we believe the Data may be or is subject to an infringement claim, or if a court of competent jurisdiction enjoins your use of the Data as a result of an infringement claim, SSA Group may, at our expense and our discretion: (a) procure for you the right to continue using the Data; (b) modify the Data to make it non-infringing; or (c) replace it with a non-infringing equivalent. If we believe that none of these options is reasonably available, then we may terminate the license to the allegedly infringing Data and our sole liability will be to refund to you the license fees you paid for
6.3 Licensee Indemnification. Licensee will defend, indemnify and hold SSA Group harmless from any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including reasonable attorneys' fees, costs and expenses arising from Licensee’s unauthorized use of the Data, the use of the output of any Data or Licensee’s failure to comply with the terms of this Agreement. SSA Group will promptly notify you in writing of any such claim, give you reasonable cooperation, information and assistance in connection with it, and consent to your sole control and authority with respect to the defense, settlement or compromise of the claim. SSA Group will not be responsible for any direct or indirect loss or damage that may result from such unauthorized use.
- Limitation Of Liability
7.1 SSA Group will not be liable for any damages resulting from the use of, the inability to use, or the improper use of (in violation of any provision of this Agreement) the Data or the results received from use of the Data (by you or any person for whom you provide services or the output of the Data), including damages caused by malware, viruses or any incorrectness or incompleteness of the information obtained, unless such damage is the result of any willful misconduct or from gross negligence on the part of SSA Group.
7.2 SSA GROUP WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE DATA, FOR THE COST OF PROCURING REPLACEMENT GOODS OR SERVICES, OR FOR LOST PROFITS OR LOST SALES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 THE LICENSEE WILL NOT BE LIABLE IN ANY EVENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.4 MAXIMUM LIABILITY OF THE PARTIES. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL THE PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT, LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY THE OTHER PARTY.
7.5 APPLICABILITY OF DISCLAIMERS AND LIMITATIONS. Licensee agrees that SSA Group has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations in this section and that these disclaimers and limitations allocate risk between you and the SSA Group and are an essential part of the bargain between us.
- General
8.1 Applicable Law. In the event of any dispute arising out of or in connection with the subject matter of this Agreement, the Parties shall first endeavor to resolve such dispute amicably within thirty 30 (thirty) days after the date of the notification by one Party of such dispute to the other Party. Should the Parties fail to do so, then such dispute shall be subject to Dutch law except its conflicts of law rules and the competent courts of the Netherlands. Each Party to this agreement irrevocably agrees that the courts of the Netherlands shall have non-exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising out of or in connection with this Agreement.
8.2 Assignment. Licensee may not assign, sublicense or transfer its rights or delegate your obligations under this Agreement without SSA Group’s written consent. Any attempt by you to transfer this Agreement without SSA Group’s consent will be void, the transferee will acquire no rights whatsoever, and the SSA Group will not be required to recognize the transfer. This provision limits both the right and the power to transfer this Agreement and the rights hereunder.
8.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and there are no other representations, understandings or agreements between the Parties relating to the subject matter hereof. This Agreement is solely between SSA Group and Licensee.
8.4 Headings. The headings throughout this Agreement are for reference purposes only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
8.5 No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.
8.6 Notices. To be effective, notice under this Agreement must be given in writing. Each Party consents to receiving electronic communications and notifications from the other Party in connection with this Agreement. Each Party agrees that it may receive notices from the other Party regarding this Agreement by email to the email address designated by such Party as a notice address. Each party will designate a contact to be responsible for keeping in touch with the other party in matters relating to the performance of the Agreement. The contact persons and the notice addresses will be agreed on by the Parties.
8.7 Nonwaiver. Any failure or delay by either Party to exercise or partially exercise any right, power, or privilege under this Agreement will not be deemed a waiver of any such right, power, or privilege under this Agreement. No waiver by either Party of a breach of any term, provision, or condition of this Agreement by the other Party will constitute a waiver of any succeeding breach of the same or any other provision hereof. No such waiver will be valid unless executed in writing by the Party making the waiver.
8.8 Relationship of Parties. The relationship of the Parties will be that of independent contractors, and nothing contained in this Agreement will create or imply an agency relationship between Subscriber and Provider, nor will this Agreement be deemed to constitute a joint venture or partnership or the relationship of employer and employee between SSA Group and Licensee. Each Party assumes sole and full responsibility for its acts and the acts of its Personnel. Neither Party will have the authority to make commitments or enter into contracts on behalf of, bind, or otherwise oblige the other Party.
8.9 Severability. If any term or condition of this Agreement is to any extent held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term and condition will be valid and enforceable to the fullest extent permitted by law.