ATLAS TERMS OF SERVICE
This agreement (Agreement) is a legal binding agreement between you, the company you represent (Customer or You) and the GEM Foundation, a non-profit foundation, subject to Italian law, with its registered office in via Ferrata 1, 27100 Pavia, Italy Tax code 96059180180, VAT number IT02585230184 (GEM Foundation, us or we) for:
• Atlas 1.0 – Global Seismic Hazard Map, the software (Software) providing access to Datasets, and the associated media, printed materials, online or electronic documents (Documents), together forming the service (Service or GEM Atlas).
We license use of the Software and Documents to you on the basis of this Terms of Service agreement. We do not sell the Software or Documents to you. We retain the ownership of the Software and Documents at all times.
IMPORTANT NOTICE REGARDING CONSUMERS:
• THIS IS A BUSINESS TO BUSINESS TRANSACTION, AND AS SUCH YOU ARE NOT PERMITTED TO CANCEL THE AGREEMENT ONCE YOU HAVE PROGRESSED THE ORDER.
• THIS DOES NOT AFFECT YOUR CONSUMER RIGHTS FOR DEFECTIVE DOWNLOADED SOFTWARE OR DOCUMENTS.
(A) The GEM Atlas is a dynamic web portal allowing subscribers to view the GEM Global Seismic Hazard Map (GSHM) in a GIS style map viewer with an incorporated graph area for display and download of hazard curves for the selected sites. The Atlas’ subscription model provides clients with a pay-as-you-go alternative to licensing the GSHM data layers directly.
(B) GEM Foundation is the legal and beneficial owner and licensor of the Service and is willing to license You to use it.
(C) You wish to enter into a license agreement with GEM Foundation to use the Service, including access to certain datasets for use in Your business.
(D) As part of the Service, GEM Foundation has agreed to license to You the use of datasets for a specific business purpose, and to transfer to You the datasets, on the terms set out in this Agreement.
1.1 In consideration of payment by you of the agreed fees and you agreeing to abide by the terms of this license, we hereby grant to you a non-exclusive, non-transferable license to use the Service on the terms of this license.
1.2 You may:
(a) use the Service for your internal business purposes only and may not share or permit other users to use the Service without the express written permission of GEM Foundation;
(b) use any Documents in support of the permitted use and make copies of the Documents as are reasonably necessary for its lawful use;
1.3 This Agreement (including the licenses hereunder) starts on the Starting Date and ends on the first of the following events:
(a) the end of the subscription period (unless we have agreed with you to renew this Agreement); or
(b) termination of this Agreement under section 10.
The Commencement Date is the date when GEM Foundation receives the payment of all the fee and compensation related to this Agreement, as defined in the following sections.
2.1 Except as expressly set out in this license or as permitted by any local law, you undertake:
(a) not to copy the Software, Datasets or Documents except where such copying is incidental to normal use of the Software, 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 Software, Datasets or Documents;
(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software 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 Software with another software program;
(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(f) to include our copyright notice on all entire and partial copies you make of the Software on any medium; and
(g) not to provide or otherwise make available the Software 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.
3. Fees and subscriptions
3.1 For the performance of the Services, You shall pay in advance to GEM Foundation the services fees according to this Agreement and according to Annex A – Fees and payment schedule. Annex A is an integral part of this Agreement.
3.2 Payment must be made in advance and in a single installment. GEM Foundation reserves the right to restrict or suspend Services to Customer for late payment of any service fees.
3.3 All fees are exclusive of VAT or any other applicable sales tax, which shall be paid by You at the rate and in the manner for the time being prescribed by law.
3.4. The fees depend on the Subscription plan chosen by you through the appropriate form on the GEM Foundation website and described in Annex A.
3.6. A Subscription provides one or more Subscribers with access to a given map for a certain period of time and also has an associated number of Credits for viewing and downloading map-curves. Premium maps may only be viewed by Subscribers with an active Subscription for the selected map.
3.7. The first time a Subscriber clicks a new point on the map to view or download a set of hazard curves, the number of credits is decreased by one. Note that credits are decreased only the first time a Subscriber clicks; if any Subscriber in the same Subscription has already clicked the same point in the past, the credits remain unchanged allowing them to view and download the curves for that point any number of times until the Subscription expiry date is reached.
3.8 Subscribers can view the status of their subscription at any time by proper user menu; the report includes a complete list of the sites selected along with the Subscriber who first clicked each site.
3.9 Once paid, fees are not refundable.
4.1 The term Confidential Information does not include any information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this section);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is, or becomes, available to the receiving party on a nonconfidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) was known to the receiving party before the information was disclosed to it by the disclosing party; or
(e) the parties agree in writing is not confidential or may be disclosed.
4.2 Each party shall keep the other party's Confidential Information confidential and shall not:
(a) use any Confidential Information except for the Permitted Use; or
(b) disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
4.3 A party may disclose the other party's Confidential Information to those of its
representatives who need to know that Confidential Information for the Permitted Use, provided that:
(a) it informs those representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for the representatives' compliance with the confidentiality obligations set out in this section.
4.4 You acknowledge that GEM Foundation's Confidential Information includes any software, database, or other materials created by GEM Foundation in connection with the Services.
4.5 A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
4.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information, other than those expressly stated in this Agreement, are granted to or imposed on the other party, or are to be implied from this Agreement.
4.7 The provisions of this section shall continue to apply after termination of this Agreement.
4.8 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
5. Security and passwords
5.1 You shall ensure that the Datasets and Software are kept secure and shall use the best available security practices and systems applicable to the use of the Datasets and Software to prevent, and take prompt and proper remedial action against, unauthorized access, copying, modification, storage, reproduction, display or Distribution of the Datasets and the Software. You shall take reasonable precautions to preserve the integrity of any Datasets processed by it and to prevent any corruption or loss of such Datasets.
5.2 Where GEM Foundation uses security features in relation to the Services (wholly or in
part), the security features must, unless GEM Foundation notifies You otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.
5.3 If You become aware of any misuse of any Datasets or the Software in connection with this Agreement that could compromise the security or integrity of the Datasets or the Software or otherwise adversely affect GEM Foundation or any security breach, You shall, at Your expense, promptly notify GEM Foundation and fully cooperate with GEM Foundation to remedy the issue as soon as reasonably practicable.
6. Customer's obligations and Data Protection rules
6.1 You shall:
(a) only use the Software and the Datasets in accordance with the Permitted Use;
(b) not make copies of the Datasets unless expressly agreed by GEM Foundation;
(c) not extract, re-utilise, use, exploit, redistribute, re-disseminate, copy or store the Datasets other than for the Permitted Use;
(d) not do anything that may materially damage the reputation of GEM Foundation; and
(e) not perform the Services in any way contrary to any law or regulation or any regulatory code, guidance or request.
6.2 The parties acknowledge that they have agreed that You will respond to enquiries from data subjects and the public authorities concerning processing of the Datasets by You.
6.3 If You receive any complaint, notice or communication that relates directly or indirectly to the processing of the Datasets or to either party's compliance with the European Union General Data Protection Regulation (Reg. 2016/679), it shall immediately notify GEM Foundation and, if You are unwilling or unable to respond, it shall provide GEM Foundation with full cooperation and assistance in relation to any such complaint, notice or communication.
6.4 You shall take reasonable steps to ensure the reliability of all its employees who have access to the Datasets. You shall ensure that all employees:
(a) are informed of the confidential nature of the Datasets; and
(b) are aware both of Your duties and their personal duties and obligations under relevant laws and this Agreement.
7. License and Obligations
7.1 GEM Foundation grants to You a non-exclusive, non-transferable, revocable, license only during the Term to:
(a) use the Services internally testing or implementing the Services and integrating them in your system to the extent reasonably necessary for the purpose;
(b) access, view and manipulate Datasets and create derived data;
(c) store the Datasets and manipulated data on your system;
(d) Distribute the Datasets and manipulated data to third-party users;
(e) Redistribute the Services, the Datasets and manipulated data to any third party user;
(f) use (but not modify) any GEM Foundation materials in support of the activities referred to in this subsection;
(g) make copies of the Datasets for the purpose of back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing of the Datasets.
7.2 If any unauthorized use is made of the Software or Datasets and such use is attributable to the act or default of, or through, You (including breach of any user requirements as set out by GEM Foundation from time to time) then:
(a) You shall immediately be liable to pay GEM Foundation an amount equal to the credits that GEM Foundation would have charged, had GEM Foundation or You (as the case may be) authorized the unauthorized user at the beginning of the period of that unauthorized use; and
(b) GEM Foundation may suspend Your access to the Software.
8. Intellectual Property Rights
8.1 You acknowledge that:
(a) all Intellectual Property Rights in the Datasets and the Software are the property of GEM Foundation or its licensors, as the case may be;
(b) you shall have no rights in or to the Datasets or the Software other than the right to use them in accordance with the express terms of this Agreement;
(c) GEM Foundation or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Datasets; and
(d) any goodwill generated though Your use of the GEM Foundation’s trade marks shall belong only to GEM Foundation.
8.2 Any display of the Services by You shall credit, wherever technically and commercially feasible, GEM Foundation, any licensor of GEM Foundation or any other source of the Datasets specified by GEM Foundation as the source of the Datasets.
8.3 If any IPR claim is made against You, GEM Foundation may at its sole option and expense:
(a) procure for You the right to continue using, developing, modifying or retaining the Datasets or the Software (wholly or in part) in accordance with this Agreement;
(b) modify the Datasets or the Software (wholly or in part) so that they cease to be infringing;
(c) replace the Datasets or the Software (wholly or in part) with non-infringing items; or
(d) terminate this Agreement immediately by notice in writing to You.
9. Warranties and liability
9.1 GEM Foundation warrants that it has the right to license the receipt and use of Datasets and Software as specified in this Agreement.
9.2 GEM Foundation does not warrant that:
(a) the supply of the Datasets or use of the Software will be free from interruption;
(b) the Services will run on your system;
(c) the Datasets are accurate, complete, reliable, secure, useful, fit for purpose or timely; or
(d) the Datasets has been tested for use by You or any third party or that the Datasets will be suitable for or be capable of being used by You or any third party.
9.3 You acknowledge that:
(a) the use and interpretation of the Datasets requires specialist skill and knowledge of insurance and reinsurance markets;
(b) You have that skill and knowledge and undertake that it will exercise that skill and knowledge and appropriate judgment when using the Datasets; and
(c) You shall be solely responsible, as against GEM Foundation and any Data provider, for any opinions, recommendations, forecasts or other conclusions made or actions taken based (wholly or in part) on the Datasets unless otherwise set out in clause.
9.4 Neither party excludes or limits liability to the other party for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence;
(c) any matter in respect of which it would be unlawful for the parties to exclude liability.
9.5 GEM Foundation shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) any loss or liability (whether direct or indirect) under or in relation to any other contract;
(c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
(d) any loss or corruption (whether direct or indirect) of data or information.
9.6 Without limiting the effect of the other provisions of this clause, if this Agreement is terminated for any reason other than termination by You on the ground of GEM Foundation's material breach, GEM Foundation shall not be liable:
(a) to provide You with the Datasets or any product, service or solution relating to the Datasets; or
(b) for the consequences of Your inability to comply with the terms of any other arrangements that You may have entered into with any third party.
10. Term and termination
10.1 This Agreement shall commence on the date when GEM Foundation receive the payment of all the fee and compensation related to this Agreement and will last for a standard period according to the plan selected from the options in Annex A.
10.2 During that period, the Agreement shall remain in force, unless terminated earlier in accordance with this section.
10.3 If You are in breach of any of its obligations for the protection of the Datasets under this Agreement, then GEM Foundation may temporarily suspend the transfer of the Datasets to You until the breach is repaired or this Agreement is terminated.
10.4 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified to make that payment;
(b) the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts;
(d) the other party is unable to pay its debts as they fall due or admits inability to pay its debts;
(e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
10.5 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
11. Force majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure results from events, circumstances or causes beyond its reasonable control. In these circumstances the affected party shall be entitled to a reasonable extension of the time for performing its obligations, provided that, if the period of delay or non-performance continues for two months, the party not affected may terminate this Agreement by giving fourteen days' written notice to the other party.
You may not enter into a Third Party User Agreement with any third party without GEM Foundation's consent. This Agreement is personal to You and it shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of GEM Foundation (which is not to be unreasonably withheld or delayed). You confirm it is acting on its own behalf and not for the benefit of any other person.
Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered via certified email (PEC), by hand or sent by prepaid first class post or other next working day delivery service, at its registered office (if a company) or (in any other case) its principal place of business.
14. Entire agreement
This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
16. No partnership or agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
17. Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Italy.
The parties irrevocably agree that the courts of Italy (Milano) shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
Annex A – Fees and payment schedule
You can use the Service according to one of the following subscription plans.
- PLAN A: € 1000 (one thousand euros) for 10 download credits → duration: one year
- PLAN B: € 5000 (five thousand euros) for 100 download credits → duration: one year
- PLAN C: € 10000 (ten thousand euros) for 1000 download credits → duration: two years
- PLAN D: € 50000 (fifty thousand euros) for 1 milion download credits → duration: three years
Prices do not include VAT.
The choice of the plan is made through a specific form on the official website of the GEM Foundation. Once the form has been completed and sent, the administrative offices of GEM Foundation will contact you to sign the contract and will provide you with instructions on how to make the bank transfer.
Payment must be made in advance and in a single installment.
This annex is subject to a periodic update. This version was approved and released on April 22, 2022.