General Terms and Conditions for Dataset Sharing
Please carefully read the following General Terms and Conditions for Data Sharing. It contains very important information about your rights and obligations, as well as limitations and exclusions that may apply to you. This document contains a dispute resolution clause.
By clicking on the ‘Accept’ button, you are consenting to be bound by and are becoming a party to this Agreement. If you do not agree to all of the terms of this Agreement, click the ‘do not accept’ button or leave the website. Please contact us at email@example.com for any queries.
In these General Terms and Conditions for Dataset Sharing, references to ‘Nomoko’, ‘We’, ‘Us’, and ‘Our’ are references to Nomoko AG and Nomoko Luxembourg SARL. ‘You’ or ‘Your’ means the person or company who is requesting data sharing. Hereinafter jointly referred to as the ‘Parties’ or individually as a ‘Party’.
Now, therefore, this agreement witnesses that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
Article 1: DEFINITIONS
1.1. Capitalized terms in this Agreement shall have the following meanings:
· ‘Agreement’ means this General Terms and Conditions for Data Sharing between Us and You.
· ‘Nomoko Dataset’ is defined as a 3D dataset of a pre-defined geographical area to which You gain access through Us. The Nomoko Dataset is captured and generated based on Nomoko’s technology. Nomoko provides You with the Nomoko Dataset for beta-testing and prototyping purposes.
Article 2: PURPOSE
The purpose of this Agreement is to establish the terms and conditions under which You shall be able to use and test the Nomoko Dataset. The purpose of the Nomoko Dataset is to act as a demo material in order to allow You to investigate its performance, suitability, quality, and overall business case.
The Parties now therefore agree as follows:
Article 3: ROLES AND RESPONSIBILITIES
a) We agree to:
· Give free access for a period of 3 months to the Nomoko Dataset solely for Your testing purposes.
· Assign an accountable point of contact from Nomoko to You in order to:
o Guide and coordinate the feedback process,
o Provide technical support,
o Assess the intention of usage,
o Collect Feedback and answer questions.
b) You agree to:
· Provide a technical feedback on the Nomoko Dataset, including but not limited to usability, bug reports, enhancements request, and test results (“Feedback”);
· Provide the Feedback within 4 weeks after receiving the Nomoko Dataset.
Article 4: EXCHANGE OF INFORMATION AND CONFIDENTIALITY
1.1 During the term of this Agreement, the Parties commit to exchange proprietary, commercial and/or technical information, whether in tangible, written, visual, oral or intangible form, in connection with or relating to the Nomoko Dataset mentioned in the Article 1 ("Information") and undertake to do so in good faith acting promptly to respond to requests from either Party.
1.2 During the term of this Agreement and within the Nomoko Dataset and Your testing/use of Nomoko Dataset, no personal data in the sense of the EU Directive 95/46/EC will be processed.
1.3 Parties shall have access to confidential and proprietary Information relating to the business and operations of each Party, other group companies and their clients. Such confidential and proprietary Information constitutes a unique and valuable asset of each Party and other group companies and their acquisition required great time and expense. The disclosure or any other use of such confidential or proprietary Information, other than for the sole benefit of each Party or another group company or subsidiary, would be wrongful and would cause irreparable harm to each Party or other group companies or subsidiary.
1.4 Parties therefore agree to keep all confidential and proprietary Information strictly and permanently confidential and, accordingly, shall not during the term of this Agreement and five (5) years after its termination directly or indirectly use for any purpose other than for the sole benefit of a Party or another group company or subsidiary, or disclose or permit to be disclosed to any third person or entity, any confidential or proprietary Information without first obtaining the written consent of the other Party, if applicable, except if required to do so by law.
1.5 Parties may not make any statement to the media, which directly or indirectly relates to the Nomoko and/or the Nomoko Dataset, as far as they are not authorized by the other Party to do so.
Article 5: RIGHTS, WARRANTY, LIABILITY
5.1. The Nomoko Dataset, including any documentation, media, packaging and illustrations, is copyrighted and constitutes Our valuable property. You agree that all physical manifestations of the Nomoko Dataset will display Our copyright notice in a conspicuous manner. The Nomoko Dataset is protected under Swiss Confederation copyright laws and international treaty provisions. In case one Party is interested in the acquisition of a respective license, this shall be subject to a separate agreement.
5.2. Certain logos, product names and trade-marks owned by Us may be contained within the printed materials and electronic manifestations of the Nomoko Dataset. You will have no right to use such marks in its end-user applications except as it shall be set out in the separate Agreement with Us.
5.3. You acknowledge and accept that the Nomoko Dataset, including any associated written materials and other documentation provided under this Agreement, belongs exclusively to Us. You agree to protect the Nomoko Dataset from unauthorized use, reproduction, distribution or publication in electronic or physical form. The Nomoko Dataset cannot be shared, distributed or modified, except if specifically approved by Us under the terms of this Agreement.
5.4. Nothing in this Agreement constitutes, impliedly or expressly, any representation or warranty by the disclosing Party regarding completeness, faultlessness, merchantability, fitness for any purpose, or freedom of third parties' rights of the Information made accessible hereunder.
5.5. Likewise, by virtue of this Agreement the disclosing Party assumes no liability whatsoever for any direct, indirect, special or consequential damages, losses, costs, expenses and/or sanctions incurred by the receiving Party or any third party as a consequence of receipt of Information hereunder, unless expressly stipulated otherwise by compulsory law.
5.6. The access to the Nomoko Datase cannot be used for commercial purposes by You. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither We nor You will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.
5.7. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.
Article 6: TERM AND TERMINATION
6.1. The term of this Agreement will commence on the date of Your Agreement to these terms and shall continue for the same term as long as You have access to the Nomoko Dataset.
6.2. Either Party may terminate this Agreement upon thirty (30) days prior with written notice to the other Party.
6.3. Upon the expiration or termination of this Agreement, each Party will cease the display and use of the logos and brand materials of the other party and shall not use or display the logos and brand materials of the other Party except as permitted by applicable law.
6.4. The Articles 1,2,3,5,7,9 will survive any expiration and termination of this Agreement. Notwithstanding the foregoing, the expiration or termination of this Agreement will not relieve the Parties of any liability or obligation that accrued prior to such expiration or termination.
Article 7: NOTICES, MODIFICATIONS AND SUPPLEMENTS
7.1. Modification, communications, and supplements to this Agreement, including this Article, shall be in writing and duly signed by all Parties in order to become legally binding.
7.2. Any notice required or permitted to be given by either Party under this Agreement shall be in writing and sent to each Party at its address or its new address as supplied by the Parties.
7.3. This Agreement constitutes the entire agreement of the Parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both parties hereto.
Article 8: GOVERNING LAW/LITIGATION
8.1. The laws and regulations of Swiss Confederation will govern this Agreement. The Parties thus agree that any dispute arising under this Agreement will be resolved in the appropriate courts in Swiss Confederation at the City of Zurich. Each Party expressly consents to jurisdiction therein.
Article 9: WAIVER
9.1. Any failure or delay of a Party to enforce compliance with any term or condition of this Agreement or exercise any right or remedy shall not constitute a waiver thereof. A waiver must be specific, irrevocable and in writing, in order to be effective. A waiver by a Party of any breach or default under this Agreement shall not operate as a waiver of any previous, subsequent or other breach or default.
9.1. No waiver of a Party’s rights shall be effective unless such waiver is in writing signed by the waiving Party. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, illegal, against public policy or is otherwise unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.
Article 10: EXECUTION
10.1. The Parties may duly execute this Agreement in two originals, each Party receiving one original, or this Agreement may be executed in electronic form (either as a scan of a printed and hand-signed document or an electronic file that is signed by electronic signature, such as DocuSign or click-wrap agreement on the Internet site, or which contains a scan of the signature) and be delivered by electronic mail or another transmission method.
10.2. The Parties shall expressly accept that Nomoko will communicate to them all information relating to the Nomoko Dataset by email or by notifications via their Internet site if and when available.