Agreement on Hosted Repository ServiceContents
1. Introduction and background ............................................................................................ 1
2. Definitions.......................................................................................................................... 1
3. The Service ....................................................................................................................... 2
4. Maintenance and service levels........................................................................................ 2
5. Repository Owner's rights ................................................................................................. 3
6. Fees................................................................................................................................... 3
7. Intellectual property rights ................................................................................................. 3
8. Data protection, data processing and e-privacy ............................................................... 3
9. Rights and remedies under Danish law ............................................................................ 3
10. Warranties, liability and indemnification ......................................................................... 3
11. Confidentiality.................................................................................................................. 4
12. Renegotiation of terms .................................................................................................... 4
13. Governing law and dispute resolution ............................................................................ 4
14. Term and termination ...................................................................................................... 4
This agreement on Hosted Repository Service (the "Agreement") is entered into between:
Parties
1. Global Biodiversity Information Facility Secretariat, incorporated and registered in
Denmark with company registration number 29 08 71 56, the registered office of
which is at Universitetsparken 15, 2100 København Ø ("GBIF")
2. The owner of the repository for which the Service will be provided ("RepositoryOwner"),(individually referred to as a "Party" and together as the "Parties".)

1. Introduction and background
1. GBIF is an international network and data infrastructure funded by the world's
governments and aimed at providing anyone, anywhere, open access to data about
all types of life on Earth. More information can be found here:
https://www.gbif.org/what-is-gbif
2. In addition to the data mentioned in Clause 1.1, GBIF also deploys data repository
software for customers wanting to upload, store and share data through GBIF. GBIF
will through this Agreement provide this repository hosting service to the Repository
Owner.

2. Definitions
1. GBIF Secretariat: Legal entity empowered by the GBIF participants to enter intocontracts, execute the work programme, and maintain the central services for theGBIF network including software components and updates, interfaces, indexing andregistry services, help desk and relevant training.

2. GBIF Network: The infrastructure consisting of the central services of the GBIF
Secretariat, participant nodes and data publishers. Making data available through theGBIF Network means registering and advertising the pertinent services via the GBIF
central services.
3. GBIF Participant. A country, economy or organization that joins GBIF by signing aMemorandum of Understanding.
4. Biodiversity Data: Primary data on specimens, observations, names, taxonomicconcepts, and sites, and other data on biological diversity.
5. Data Publishing: The process of and agreements for making data freely anduniversally available on the Internet.
6. Data Publisher: A custodian that makes data publicly available, whether they are or
are not the data owner. In cases where data publishers are not the data owners, they
will have declared that they have permission to make the data available under termsof the GBIF Data Publisher Agreement.
7. User: Anyone who uses the Internet to access data through the GBIF network.
8. Repository Owner: The party responsible for all content deposited in the repository
being hosted by the GBIF Secretariat.
9. Service: The functions provided through licensed software have the meaning set outin Section 3.

3. The Service
1. GBIF shall provide the services as follows ("Service"):oA hosted installation of the GBIF Repository Software (currently the GBIF
Integrated Publishing Toolkit);oAbility to administer the users that will manage and publish data in therepository;oRegular backup of the published data;oRegular updates of the repository software;oTechnical support during GBIF Secretariat office hours.

2. In addition to the Agreement, the Repository Owner has agreed to abide by the terms
stated in Clauses 3.2.1-3.2.3.
oGBIF's Data user agreement: https://www.gbif.org/terms/data-user

oGBIF's Data publisher agreement: https://www.gbif.org/terms/data-publisher

oGBIF's Privacy policy: https://www.gbif.org/terms/privacy-policy

3. If there is any conflict between this Agreement and the terms in Clauses 3.2.1-3.2.3,
the conflict shall be resolved in accordance with the following order of precedence:oTerms in this Agreement

oTerms in Clauses 3.2.1-3.2.3

4. Maintenance and service levels
1. GBIF agrees to take charge of maintaining all parts of the Service and will update
and maintain these regularly. GBIF will strive to notify Repository Owner of any
updates or planned downtime for the Service, and the Repository Owner can always
contact GBIF at helpdesk@gbif.org with questions regarding the operation of theService.

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2. GBIF may create an administrative account on the Repository to facilitate access forstaff responsible for supporting this service.
3. The parties have agreed that there should be no minimum service levels or indicators
for the Service.

5. Repository Owner's rights
Repository Owner can use the Service to host and publish data to the GBIF network.

6. Fees
1. The Service is provided free of charge.
2. Each party shall bear the costs which arise in the field of its own activity.

7. Intellectual property rights
1. The Service is provided under an open-source licence released under an Apache 2.0
licence.
2. The data available through the Service carries a Creative Commons licence as
documented by the GBIF Publisher Agreement, cf. Clause 3.2.2.

8. Data protection, data processing and e-privacy
1. To ensure compliance with Article 28(3) of Regulation 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural persons
with regard to the processing of personal data and on the free movement of suchdata and repealing Directive 95/46/EC (General Data Protection Regulation), The
Repository Owner further agrees to that GBIF will act as the “Data Processor” andprocess personal data on behalf of the Repository Owner.
2. GBIF shall process personal data including names, usernames and passwords forusers of the Repository Software in accordance with §2.1 of its Privacy Policy.
3. If the Data Controller has no establishment in the European Union for the purposesof the processing activity and does not fall under the territorial scope of the GDPR asper Article 3(2), GBIF's obligation herein shall be interpreted and limited to take into
account that the Data Controller is not subject to obligations under GDPR.

9. Rights and remedies under Danish law
1. The rights and remedies (in Danish: "misligholdelsesbeføjelser") available under
Danish Law shall apply to this Agreement and be available to each Party, except tothe extent expressly derogated from in this Agreement.

10. Warranties, liability and indemnification
1. Warranties
Repository Owner acknowledges that, except as otherwise expressly provided
herein, GBIF, its affiliates and licensors make no warranty, express, implied orstatutory with respect to the Service or use thereof. GBIF, its affiliates and licensors
hereby expressly disclaims all other warranties, including, without limitation, any
warranty that Service will be uninterrupted, error free or without delay, and theimplied warranties of merchantability, fitness for a particular purpose, noninterference, non-infringement and information content.
2. Liability
Except as otherwise expressly provided herein, neither Party nor its affiliates areliable for any special, indirect, incidental, punitive or consequential damages relating
to or arising out of this Agreement or the services, including, without limitation, lostprofits, lost computer usage time, and damage to, or loss of use of data, even if

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advised of the possibility of such damages, and irrespective of any negligence of a
Party or whether such damages result from a claim arising under tort or contract law.
Notwithstanding this Clause 10.2, Repository Owner acknowledges that the Service
is provided as-is, meaning that if the Repository Owner in any way alters or changes
the Service, the Repository Owner will be solely responsible (and, if relevant,indemnify GBIF) for any special, indirect, incidental, punitive or consequential
damages relating to or arising hereof.
3. Indemnification
The Repository Owner will indemnify, defend and hold GBIF, its subsidiarycompanies or employees harmless from and against any losses arising out of orrelated to any claim or action that may arise from a third party against GBIF related tothe Repository Owner's use of the Service under this Agreement, including but notlimited to use of content in violation with the documents specified in Clause 3.2. GBIF
will provide the Repository Owner with prompt written notice of any claim or action
relating to this indemnity and the Repository Owner will have the sole right to conduct
the defence of any such claim or action and all negotiations for its settlement and/or
compromise.

11. Confidentiality
1. Neither Party may disclose confidential information (meaning proprietary orinformation that is disclosed by one Party to the other) to any third party or use thisinformation in violation of this Agreement, except if agreed by the other Party.
2. Each Party may use the other Party's name in externally published medias, if this isagreed between the Parties.

12. Renegotiation of terms
1. The Parties agree to renegotiate the terms in this Agreement (e.g. service levels,warranties, liability, termination), if the Service is no longer provided free of charge,
cf. Clause 6.

13. Governing law and dispute resolution
1. Any dispute arising out of or in connection with this Agreement shall be governed by
Danish law and subject to simplified arbitration administrated by The Danish Instituteof Arbitration in accordance with the rules of the simplified arbitration procedure
adopted by The Danish Institute of Arbitration and in force at the time when suchproceedings are commenced.

14. Term and termination
1. This Agreement begins the day the Repository Owner has been provided the Serviceand will remain in effect unless terminated by either Party.
2. Repository Owner may terminate this Agreement immediately. In such case, GBIFagrees to within five (5) business days after receiving a written request from theRepository Owner to terminate the Service, e.g. by removing the repository.
3. GBIF may terminate this Agreement with twelve (12) months prior notice or if theRepository Owner’s status as a GBIF Participant changes.

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