This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Data Chemist Limited of 6 Linenhall Parade, Dublin 7, D07 X2V0 (Licensor, Data Chemist us, TerminusDB, we or our) for: · TerminusDB Platform subscription service platform supplied via https://www.TerminusDB.com/ or any other website notified to you by us from time to time, the software and data supplied with the subscription service, and the associated media (Service); and · And any electronic documents supplied in connection with the Service (Documents). We license use of the Service and Document to you on the basis of this Licence. We do not sell the Service or Documents to you. We remain the owners of the Service and Documents at all times.
THIS SERVICE IS FOR USE FOR BUSINESS PURPOSES ONLY AND IS NOT INTENDED OR SUITABLE FOR USE BY CONSUMERS.
BY CLICKING ON THE "ACCEPT" BUTTON AND CREATING AN ACCOUNT YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 6
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SERVICE AND DOCUMENTS TO YOU AND YOU MUST DISCONTINUE THIS PROCESS NOW BY CLOSING THE APPLICATION AND ASSOCIATED WEBSITE. IN THIS CASE THE PROCESS WILL TERMINATE.
1.1 In consideration of payment by you of the agreed subscription fees and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Service and the Documents on a trial basis for internal business use only on the terms of this Licence.
1.2 You may:
(a) access and use the Service for your internal business purposes only;
(b)receive and use any free supplementary software code or update of the Service incorporating "patches" and corrections of errors as may be provided by us from time to time;
(c)use any Documents in support of the use permitted under condition 1.2.
1.3 You will receive a password and account designation upon completing the registration process to use the Service. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your use of the Service. You agree to (a) immediately notify Data Chemist of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the software components of the Service or Documents except where such copying is incidental to normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or Documents;
(c)not to make alterations to, or modifications of, the whole or any part of the Service, nor permit the Service or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to upload, post, transmit, or otherwise make available any of our Data (as defined in condition 3 below) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
(e) not to upload or transmit images that contain nudity, weapons, violence or drugs or impersonate, or misrepresent your relationship with, any person or entity;
(f) not to upload or transmit any Data that you do not have a right to make available, or that infringes any patent, trademark, trade secret, copyright, privacy, or other proprietary rights of any party;
(g) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Service with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving interoperability of the Service with another software program; and
(ii)is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Service;
(h) to keep all copies of the Service permitted by condition 2(a) secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Service;
(i) to include our copyright notice on all entire and partial copies you make of the Service on any medium;
(j) not to provide or otherwise make available the Service in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
(k) not to use the Service for any purpose which is illegal or violates any laws in your jurisdiction, in the jurisdiction of the Ireland or in any way that intentionally or unintentionally violates any applicable local, state, national or international law; and
(l) to comply with all applicable technology control or export laws and regulations.
3.1 You acknowledge that all intellectual property rights in the Service and the Documents anywhere in the world belong to us, that rights in the Service are licensed (not sold) to you, and that you have no rights in, or to, the Service or the Documents other than the right to use them in accordance with the terms of this Licence. You acknowledge that you have no right to have access to the Service in source code form.
3.2 We claim no intellectual property rights over the Data and material you provide or use in tandem with the Service. "Data" means any data and content you upload, post, transmit or otherwise made available via the Service including messages you send, files you upload, comments you make on files, profile information and anything else you enter or upload into the Service. We will make commercially reasonable efforts to ensure that all facilities used to store and process your Data meet a high standard for security. You warrant and represent that you have the right to upload and use your Data in conjunction with the Service.
3.3 You hereby grants to us, for the duration of this Licence (and for as long as reasonably necessary to comply with our obligations post termination), a limited, non-transferable, non-exclusive worldwide licence to use the Data to enable us to perform our obligations and exercise our rights under and in accordance with this licence. For example, we need to be able to transmit, transform, store and copy your Data in order to display it to you, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this Licence gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission allows us to use third-party service providers (for example Google Cloud Platform) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided. This may involve moving your data across jurisdictional lines, or across country borders.
3.4 We will not sell, lease, modify, delete or distribute for commercial gain any Data provided by you.
3.5 You agree that we may include your business name in a list of our customers online and in print and electronic marketing materials in an appropriate fashion. If you'd prefer to not have your details included please email us at [email protected]com
4.1 Unless you are using the Service as part of a free trial, you shall pay the subscription fees set out at the time you accept the terms of this Licence (Subscription Fees). Subscription fees are payable to us in accordance with this clause 4 and any supplementary order form agreed between you and us.
4.2 You shall provide to us a valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:
(a) credit card details, you hereby authorises us to bill such credit card:
(i) for the Subscription Fees payable in respect of the initial Licence term agreed at the time of registration to use the Service; and
(ii) on each anniversary of your registration to use the Service for the Subscription Fees payable in respect of the next year;
(b) approved purchase order information to us, we shall invoice you:
(i) for the Subscription Fees payable in respect of the initial Licence term agreed at the time of registration to use the Service; and
(ii) at least 30 days prior to each month or anniversary of your registration to use the Service for the Subscription Fees payable in respect of the next year, and the Customer shall pay each invoice within 30 days after the date of such invoice.
4.3 If we have not received payment within 7 days after the due date, and without prejudice to any other rights and remedies we may have:
(a) we may, without liability to you, disable your password, account and access to all or part of the Service and we shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
(b)interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Allied Irish Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
4.4 You agree that in the event we are unable to collect the subscription fees owed to us for the your use of the Service, we may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all reasonable costs and expenses incurred by us in connection with such collection activity, including collection fees and legal costs.
4.5 All amounts and fees stated or referred to in this Licence:
(a) shall be payable in United States Dollars;
(b) are non-cancellable and non-refundable;
(c) are inclusive of value added tax, unless otherwise stated and if stated shall be added to our invoice(s) at the appropriate rate.
4.6 If, at any time whilst using the Service, your use of the Service and storage of Data exceeds the amount of acceptable use or storage space specified in the Documentation, we may charge you, and you shall pay, the then current excess use or data storage fees.
4.7 We shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional user subscriptions, any support fees payable and/or the excess storage fees at the start of each Licence renewal period upon 30 days' prior notice to you this Licence shall be deemed to have been amended accordingly.
4.8 For the purpose of usage of the trail tier and other paid tiers on TerminusDB, 1 record shall be interpreted as 1 RDF triples. Normal fair usage restrictions will apply to all tier allocations including the size of RDF triples.
5.1 You acknowledge that the Service has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Service as described in the Documents meet your requirements. To the maximum extent permitted under applicable law, the Service is provided "as is" without warranty of any kind, and Data Chemist and its licensors make no warranties whether expressed, implied or statutory regarding or relating to the Service. Data Chemist does not warrant results of use or that the Service will be error free or that the use of the Service will be uninterrupted.
6.1 You acknowledge that the Service has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Service as described in the Documents meet your requirements.
6.2 We only supply the Service and Documents for business customers for their internal business use, and you agree not to use the Service or Documents for any re-sale purposes.
6.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss or corruption of data or information; (e) loss of business opportunity, goodwill or reputation; or (f) any indirect or consequential loss or damage.
6.4 Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence and your use of the Service whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Subscription Fees for year preceding the date a claim arises or if you are using the Service as part of a free trial the sum of €1. This maximum cap does not apply to condition 6.5.
6.5 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be excluded or limited by law.
6.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Service and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Service and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Acts 1988-2018 and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party (Data Protection Legislation).
7.2 The parties acknowledge that:
(a) if we process any personal data on your behalf when performing our obligations under this agreement, you are the controller and we are the processor for the purposes of the Data Protection Legislation.
(b) the personal data may be transferred or stored outside the EEA or the country where you are located in order to use the Service and we meet our other obligations under this Licence.
7.3 Without prejudice to the generality of clause 7.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Licence so that we may lawfully use, process and transfer the personal data on your behalf.
7.4 Without prejudice to the generality of clause 7.1, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under this Licence:
(a) process that personal data only on the documented written instructions provided by you unless required by the laws of any member of the European Union or by the laws of the European Union to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
(b) not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
(i) appropriate safeguards are provided in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) we have complied with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;
(c) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(d) notify you without undue delay on becoming aware of a personal data breach;
(e) at your written direction, delete or return personal data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data; and
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
7.5 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
7.6 You consent to us appointing third-party processors of personal data under this agreement. We have entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on the same terms as this clause 7 or on that third party's standard terms of business and in either case reflect and will continue to reflect the requirements of the Data Protection Legislation. As between you and us, we shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 7.
7.7 You acknowledge and agree that we shall be permitted to view the Data provided by you by only where you have given permission for us to do so for the purpose of supporting your use of the project.
8.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so.
8.2 If you are using the Service as part of a free trial we may terminate this Licence at any time upon 1 days prior written notice. In all other cases we may terminate this Licence at any time upon 30 days prior written notice.
8.3 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; [and]
(c) we may destroy or otherwise dispose of any of Data in our possession, unless the we receive, no later than  days after the effective date of the termination of this Licence, a written request make available to you the most recent back-up of the Data. We shall use reasonable commercial endeavours to deliver the back-up to your data within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or destroying of your Data;
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(e) you must immediately delete or remove any copies of all or parts of the Service from all computer equipment in your possession, and certify to us that you have done so.
9.1 If we need to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address or email address you provide to us when you create an account to use the Service.
9.2 Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 10.2.
10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
11.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
11.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
11.3 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence.
11.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Irish law. We both irrevocably agree to the exclusive jurisdiction of the courts of Ireland.