This Data-User License Agreement (“DULA”) sets out the terms and conditions under which the Data (defined below) may be used.
All capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement.
“Data” means machine readable files developed, by the Data Appeal from semantic analysis, artificial intelligence, and data science techniques from publicly available information or from information acquired based on private agreement, which are wholly owned and/or lawfully licensed by Data Appeal to Customer/Reseller pursuant to terms and conditions of this Agreement, and any Updates thereto as furnished by Data Appeal to Customer/Reseller (the “Data Purchaser”) from time to time, if so requested by this latter.
“Data End-User” means Data Purchaser’s and Data Purchaser Affiliates’ respective officers, directors, employees and, in general, those users of the Data belonging to the same.
“Data Purchaser Affiliate” means exclusively companies identified between Data Appeal and Data Purchaser.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, data protection, know how, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, according to the Applicable Laws.
“Permitted Purpose” means, with reference to this DULA, the use of Data by Data Purchaser and/or the Data Purchaser Affiliates for its or their own commercial interests as permitted by the Agreement and the Applicable law.
“Updates”: means any correction, modification, enhancement, and/or update of the Data.
2. Grant of License
Subject to the provisions contained in this DULA, Data Appeal grants to Data Purchaser a non-exclusive, non-transferable, revocable, sublicensable to the Data Purchaser Affiliates for the Permitted Purpose, license to the Data.
3. Data Purchaser Obligations
a. Without prejudice to any other provision contained herein, Data Purchasers shall procure that Data Purchaser Affiliates shall:
i. ensure that any Data Purchaser Affiliates and Data End-Users complies with the terms and conditions of this DULA;
ii. comply with any third-party terms notified to Data Purchaser by Data Appeal from time to time in connection with any use by or on behalf of Data Purchaser of any Data supplied;
iii. not use any data derived from the Data in any way which suggests or implies any official status with that Data Appeal.
iv. comply with Laws;
v. report any errors, problems or faults in Data to Data Appeal or to Data Reseller, as the case may be, immediately and in writing; and
vi. keep any login or access credentials confidential at all times.
b. Data Purchasers shall also procure that Data Purchaser Affiliates, as the case may be, and their respective Data-End Users, shall not:
i. adapt, copy, modify, lease, rent, loan, assign, charge, redistribute, sublease or sub-license the Data;
ii. copy, decompile, reverse engineer or attempt to discover the code of any parts of the Data (except to the extent the same cannot be prevented under Applicable Law);
iii. attempt to circumvent, disable or remove any of the security features of the Data;
iv. scrape, build databases, or otherwise create permanent copies of any data returned by the Data Appeal API or keep cached copies longer than permitted by the cache header;
v. misrepresent the source or ownership of the Data or any data accessed via it;
vi. remove, obscure, or alter any copyright, trademark, or other Intellectual Property Rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material;
This DULA shall commence on the date of execution of the Agreement and shall remain in force for the same duration of the Agreement.
6. Copyright, trademarks and Intellectual Property Rights
The Data and any Intellectual Property Rights to it are the exclusive and absolute property of Data Appeal. The Data may not be exploited other than for the Permitted Purpose by the Data Purchaser without the prior written consent of Data Appeal, and in no case Data shall be used in a misleading manner, such as they would give rise to any possibility of a misunderstanding about the ownership or availability of related property rights held by Data Appeal.
7. Nature of the Data
Data are provided “as is”. Data Appeal does not warrant that Data or the Updates (if requested) will meet the requirements of Data Purchaser or the Data-End User or that they will be suitable for any particular purpose. For the sake of clarity, all implied conditions or warranties are excluded, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
8. No sublicensing
Data Purchaser shall not sublicense the Data, in whole or in part.
9. Guarantee and responsibility for Data
Data Appeal undertakes to do all that is in its power to provide the Data but offers no guarantee that it might not be subject to suspensions and interruptions and denies any responsibility regarding any eventual claims from Data Purchaser relating to it not being possible, for whatever reason, to use the Data. Data Appeal will not be responsible for any delays, non-execution or malfunctions and/or interruptions to the delivery of the Data caused by (a) force majeure, (b) alterations made by Data Purchaser or by unauthorized third parties, (c) malfunctions of the terminals used by the Data Purchaser, (d) total or partial interruption of the service to access the network caused by another telecommunications operator, (e) any other fact or circumstance that cannot be attributed to gross negligence or willful misconduct of Data Appeal. No guarantee, whether expressed or implicit, is provided for any possible errors, omissions and/or inaccuracies in the code, information and material, or in the results that can be obtained from them. IN NO EVENT SHALL DATA APPEAL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DATA APPEAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DATA APPEAL’S LIABILITY TO THE DATA PURCHASER AND ITS AFFILIATES FOR DAMAGES, COSTS, EXPENSES AND, IN GENERAL PREJUDICE THAT IT MIGHT SUFFER IN CONNECTION WITH THEIR AGREEMENTS IN THE AGGREGATE EXCEED THREE TIMES THE AMOUNT OF FEES PAID BY DATA RESELLER TO DATA APPEAL DURING THE PREVIOUS TWELVE MONTHS PURSUANT TO THE CARTO AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
10. Violations of the terms and conditions
Data Purchaser shall be held directly responsible towards Data Appeal for any harm resulting from the violation by Data Purchaser and Data Purchaser Affiliates, as well as their respective Data-End Users, of this DULA, and undertakes to hold Data Appeal harmless from any damages, costs or expenses consequent upon a failure to comply with such obligation.
Data Purchaser undertakes to promptly inform Data Appeal of any irregularities detected in the Data in order to allow, to the extent possible, Data Appeal to provide reasonable assistance.
Any news, document or information directly or indirectly concerning the Data or the Data Appeal organization of which any Party has become aware in relation to the business relationships agreed hereto, must be treated strictly confidential and cannot, under any circumstances, be made available to third parties, even in part.
13. Governing Law; Jurisdiction
a. This DULA shall be governed by and construed in accordance with the Applicable Law with the express exclusion of conflict of law rules. Each Party irrevocably agrees that any legal action, suit or proceeding must be brought solely and exclusively before the Court of Milan.