AGREEMENT ON HOSTED PORTAL SERVICE

Contents
1.

INTRODUCTION AND BACKGROUND ...................................................................... 32.

DEFINITIONS .............................................................................................................. 3

3.

THE SERVICES .......................................................................................................... 44.

MAINTENANCE AND SERVICE LEVELS .................................................................. 4

5.

SITE OWNER’S RIGHTS ............................................................................................ 5

6.

FEES ........................................................................................................................... 5

7.

INTELLECTUAL PROPERTY RIGHTS ....................................................................... 5

8.

DATA PROTECTION AND E-PRIVACY ..................................................................... 5

9.

RIGHTS AND REMEDIES UNDER DANISH LAW ..................................................... 610. WARRANTIES, LIABILITY AND INDEMNIFICATION ................................................. 611. CONFIDENTIALITY ..................................................................................................... 612. RENEGOTATION OF TERMS .................................................................................... 713. GOVERNING LAW AND DISPUTE RESOLUTION .................................................... 714. TERM AND TERMINATION ....................................................................................... 7Page 2 | 7

This agreement on HOSTED PORTAL SERVICE (the "Agreement") is entered intobetween:PARTIES
1.

2.

Global Biodiversity Information Facility Secretariat, incorporated and registered inDenmark with company registration number 29 08 71 56 the registered office of
which is at Universitetsparken 15, 2100 København Ø (“GBIF”)
The owner of the site where the Services will be provided (“Site Owner”)(individually referred to as a "Party" and together as the "Parties".)1.

INTRODUCTION AND BACKGROUND

1.1

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

1.2

In addition to the data mentioned in Clause 1.1, GBIF also deploys web services
and websites for customers wanting to expose a filtered subset of the total
information available on GBIF. The growing suite of data capabilities includes
information about data publishers, datasets, species and species occurrence data
mediated through GBIF which are covered by the GBIF API(https://www.gbif.org/developer). GBIF will through this Agreement provide theseservices to the Site Owner, automatically including any additions made to the GBIF
API in the future.

2.

DEFINITIONS

2.1

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, helpdesk and relevant training.

2.2

GBIF Network: The infrastructure consisting of the central services of the GBIF
Secretariat, participant nodes and Data Publishers. Making data available throughthe GBIF Network means registering and advertising the pertinent services via theGBIF central services.

2.3

Biodiversity Data: Primary data on specimens, observations, names, taxonomic
concepts, and sites, and other data on biological diversity.

2.4

Data Publishing: The process of and agreements for making Data freely anduniversally available on the Internet.

2.5

Data Publisher: A custodian of data making it technically available. This may or
may not be the data owner. If not they will have declared to GBIF that they havepermission to make the data available.

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2.6

User: Anyone who uses the Internet to access data through the GBIF network.

2.7

Site Owner: The party responsible for all content displayed on the website being
hosted by the GBIF Secretariat that is not delivered by the GBIF API.

2.8

Owner of data: The legal entity possessing the right resulting from the act of
creating a digital record. The record may be a product derived from another,possibly non-digital product, which may affect the right.

2.9

Services: has the meaning set out in Section 3.

3.

THE SERVICES

3.1

GBIF shall provide the services as follows (“Services”):
Simple content management capabilities to author pages, news items etc
arranged in a website with customisable menu, styling and logo;
Ability to configure and embed data exploration tools into the website using
data served through the GBIF API;
Hosting of the assembled website on a GBIF server or a cloud server that GBIFadministers.

3.2

In addition to the Agreement, the Site Owner has agreed to the terms stated in
Clauses 3.2.1-3.2.4. These terms might apply in addition to this Agreement, but if
there is an interpretation conflict, this Agreement prevails.

3.2.1
3.2.2
3.2.3
3.2.4

GBIF’s Data user agreement: https://www.gbif.org/terms/data-user
GBIF’s Data publisher agreement: https://www.gbif.org/terms/data-publisher
GBIF’s Privacy policy: https://www.gbif.org/terms/privacy-policy
GBIF’s Hosted Portal Data Processing Agreement:
https://www.gbif.org/terms/hosted-portal/data-processor

3.3
3.3.1
3.3.2
3.3.3

If there is any conflict between this Agreement and the terms in Clauses 3.2.1-3.2.4,
the conflict shall be resolved in accordance with the following order of precedence:Terms in Clause 3.2.4
Terms in this Agreement
Terms in Clauses 3.2.1-3.2.3

4.

MAINTENANCE AND SERVICE LEVELS

4.1

GBIF undertakes to be in charge of the maintenance of all parts of the Services andwill update and maintain these regularly. GBIF will strive to notify Site Owner of any
updates or planned downtime for the Services, and the Site Owner can always
contact GBIF at helpdesk@gbif.org regarding any questions relating to theoperation of the Services.
The parties have agreed that there should be no service levels for the Services.

4.2

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5.

SITE OWNER’S RIGHTS
Site Owner can use the Services to e.g. provide text/news items etc tocommunicate Site Owner’s work. This may include open/closed mailing lists toprovide help for researchers, to announce webinars, conferences etc, or to offer
assistance in sharing and correcting data shared through the GBIF network.

6.

FEES
The Services are provided free of charge.

7.

INTELLECTUAL PROPERTY RIGHTS

7.1

The Services are provided under an open-source license released under Apache
2.0 license and can be taken, changed and adapted under the terms of the Apache
2.0 license.
The data available through the Services carry a Creative Commons license asdocumented by the GBIF Publisher Agreement, cf. Clause 3.2.2.
Site Owner is and shall be the sole and exclusive owner of all rights, title andinterest (including intellectual property rights) to data not delivered by the GBIF API,
cf. Clause 7.2

7.2
7.3

8.

DATA PROTECTION AND E-PRIVACY

8.1

In connection with provision of the Services, GBIF will come into possession ofpersonal data for which Site Owner is the data controller. The parties agree that theSite Owner is the Data Controller and GBIF is the Data Processor for such personal
data. As part of this Agreement the parties have entered the Data Processing
Agreement (cf. clause 3.2.4).
The Site Owner is responsible for ensuring that the processing of personal datatakes place in compliance with the GDPR, and any other applicable data protection
provisions. The Site Owner shall be responsible, among other, for ensuring that theprocessing of personal data, which the data processor is instructed to perform, hasa legal basis.
The Site Owner alone is responsible for compliance with directive 2002/58/EC(Regulation on Privacy and Electronic Communications) as applicable, including in
relation to informing and obtaining consent to the use of cookies and similar
technology, and where required to obtain consent for e-marketing communication.

8.2

8.3

8.4
8.4.1

8.4.2

8.4.3

Acceptance of cookies and privacy policies
GBIF has provided the Site Owner with a default policy for cookies and privacy,
which the Site Owner agrees to fill out and specify for the specific Services
delivered under this Agreement. GBIF also provides a default cookie consent
solution as part of the standard product installation, which may be customised bythe Site Owner.
The privacy policy can be found in the project template from which the hosted
portal is derived (https://github.com/gbif/jekyll-hp-basetheme/blob/master/_includes/privacyTemplate.md).
The policies (cf. Clauses 8.4.2 - 8.4.3) and the cookie consent solution are only
provided as templates and default solution for the Site Owner to customize and fillout and GBIF does in no way guarantee their compliance with current legislation.
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9.

RIGHTS AND REMEDIES UNDER DANISH LAW

9.1

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

10.1

Warranties
Site Owner acknowledges that, except as otherwise expressly provided herein,
GBIF, its affiliates and licensors make no warranty, express, implied or statutory
with respect to the Services or use thereof. GBIF, its affiliates and licensors hereby
expressly disclaims all other warranties, including, without limitation, any warranty
that Services will be uninterrupted, error free or without delay, and the implied
warranties of merchantability, fitness for a particular purpose, non-interference, noninfringement and information content.

10.2

Liability
Except as otherwise expressly provided herein, neither Party or 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, lost profits, lost computer usage time, and damage to, or loss of use ofdata, even if 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, Site Owner acknowledges that the Services areprovided as-is, meaning that if the Site Owner in any way alters or changes theServices, the Site Owner will be solely responsible (and, if relevant, indemnifyGBIF) for any special, indirect, incidental, punitive or consequential damages
relating to or arising hereof.

10.3

Indemnification
The Site Owner will indemnify, defend and hold GBIF, its subsidiary companies oremployees harmless from and against any losses arising out of or related to any
claim or action that may arise from a third party against GBIF related to the Site
Owner’s use of the Services under this Agreement, including but not limited to useof content in violation with the documents specified in Clause 3.2. GBIF will provide
the Site Owner with prompt written notice of any claim or action relating to thisindemnity and the Site 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

11.1

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.

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11.2

Each Party may use the other Party’s name in externally published medias, if this isagreed between the Parties.

12.

RENEGOTATION OF TERMS

12.1

The Parties agree to renegotiate the terms in this Agreement (e.g. service levels,warranties, liability, termination), if the Services are no longer provided free ofcharge, cf. Clause 6.

13.

GOVERNING LAW AND DISPUTE RESOLUTION

13.1

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
Institute of 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 such proceedings are commenced.

14.

TERM AND TERMINATION

14.1

This Agreement begins the day the Site Owner has been provided the Services andwill remain in effect unless terminated by either Party.
Site Owner may terminate this Agreement immediately. In such case, GBIF agrees
to within 5 business days after Site Owner’s written notice to terminate the Services,e.g. by removing the website.
GBIF may terminate this Agreement with 12 months prior notice.

14.2

14.3

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