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Transfer and License Agreement

History

1.0.0 Previous versions can be found in the Agreement history.

What is the Transfer and License Agreement?

This agreement is a contract between the following two parties:

  • Depositor: The person who owns the digital research datasets.
  • University of Salzburg: The institution that stores and shares the datasets for the Depositor using the Austrian NeuroCloud (ANC) repository.

Purpose of the agreement

The purpose of this Agreement is to set forth the rules for storing and sharing research data in the ANC. It ensures that both parties know their rights, responsibilities, and comply with legal and ethical standards.

Licensing and access

  • Metadata (information about the datasets): The Depositor agrees to make the metadata freely available under the CC0 1.0 license, meaning anyone can use it freely, but it must not include personal data.
  • Datasets: The Depositor decides who can access the data - either only specific ANC users or the general public. Datasets are shared under ANC License. Public datasets must not contain personal data.

Depositor responsibilities

  • The Depositor grants the ANC the right to use the dataset for the purposes of the repository.
  • The dataset must meet ANC Data Format Requirements.
  • The Depositor must have the legal rights to share the data, ensuring that the rights of third parties are not violated.
  • Data must comply with data protection laws (European GDPR, Austrian DSG and FOG) and good academic practice, especially regarding personal data.
  • The Depositor agrees to protect the ANC from any legal issues that may arise from using the data, for example, copyright issues.
  • The Depositor agrees to act lawfully when using the ANC services.

ANC responsibilities

  • The ANC will store the datasets securely and provide access according to the Depositor's wishes.
  • The ANC may modify the datasets for quality control or technical reasons and will inform the Depositor in doing so.
  • If technical or legal issues arise, the ANC is entitled to remove the affected datasets.
  • The ANC cannot provide any guarantee for the availability of the datasets or certain functions.
  • The ANC adheres to all relevant legal regulations, especially data protection laws, and ensures that personal data is handled appropriately.

Other important provisions

  • The agreement continues indefinitely. However, it can be terminated by the ANC under certain conditions.

1. Preamble

1.1. This contract is entered into by and between the organization or person authorized to transfer and deposit the digital dataset(s) (hereafter referred to as the "Depositor") and the University of Salzburg (Kapitelgasse 4-6, 5020 Salzburg, Austria) Austrian NeuroCloud (anc@plus.ac.at) (hereafter referred to as "ANC"). The Depositor and the ANC are hereafter also referred to, collectively, as "Parties to the Agreement".

1.2. The Austrian NeuroCloud (ANC) is an online research data repository for Cognitive Neuroscience data, which stores datasets according to the FAIR principles. The ANC provides users with the opportunity to store, share, and use datasets and related services. The ANC fully supports the mission of the European Open Science Cloud (EOSC) and is committed to the European Union's open science policy, legal standards, and best open science practices.

1.3. The Depositor is in possession of the datasets that are intended for archiving and reuse. In the context of this Agreement, the term "datasets" refers to immaterial goods that are available in machine readable formats and are, as such, tradable irrespective of a carrier, particularly via the internet. This particularly applies to any type of data as well as any accompanying documents and metadata.

1.4. The subject of this Agreement is to define the conditions for transferring datasets to the ANC as well as define the terms for use of the datasets.

1.5. Persons who are registered with ANC and have an active account are hereinafter referred to as "users".

1.6. Persons who are not Parties to this Agreement are hereinafter referred to as "Third Parties".

1.7. ANC sorts the datasets into groups, so that every dataset belongs to exactly one group.

1.8. In addition to this Agreement, the ANC Terms of Service shall apply.

2. License

2.1. The Depositor shall license the Metadata, as defined in the Metadata Specification under the CC0 1.0 Universal Public Domain Dedication.

2.2. If the Depositor intends to provide access to the dataset exclusively to specific ANC users, to a defined group within the ANC, or to the general public, the dataset must be licensed under the ANC License. This requirement does not apply if the dataset has already been licensed under a different license, in which case it may continue to be offered under that license. By agreeing to this provision, the Depositor confirms they have reviewed the terms of the ANC License and agrees to make the dataset available in accordance with those terms.

3. Deposition

3.1. The Depositor shall transfer the datasets to ANC in accordance with the following provisions.

3.2. The Depositor declares and guarantees that the dataset complies with the specifications agreed upon with ANC Data Format Requirements. The Depositor will supply datasets by means of a method, format and medium deemed acceptable by ANC.

3.3. The Depositor declares that s/he is entitled to dispose of the rights that have been transferred under this Agreement and that the subject of this Agreement is not encumbered by any rights of Third Parties. At present, the Depositor warrants that there are no third-party rights that contradict the conditions of this agreement.

3.4. The Depositor hereby gives an assurance that all and any data protection regulations and any of the public regulations have been considered when collecting, compiling, and transferring the dataset. Therefore, the Depositor is solely responsible for ensuring that all legal regulations are met when collecting, compiling, and transferring the dataset.

3.5. The Depositor hereby gives an assurance that the datasets have been collected or created in conformity with the good academic practice principles and in conformity with ethical principles.

3.6. The Depositor shall indemnify ANC against all claims, particularly claims due to copyright violations or violations of personal rights, as well as the right to data protection, that Third Parties might assert against ANC due to the use of the said rights as agreed upon. In this respect, the Depositor also agrees to bear the costs of any legal procedures that ANC may incur as a result of claims asserted by any persons or entities not a party to this Agreement.

3.7. The Depositor shall immediately notify ANC of any actual or impending violation or infringement of the rights granted to ANC under this Agreement.

3.8. The Depositor agrees to act lawfully when using the services and when registering an account, and agrees, in particular, not to use the ANC services for any illegal purposes, not to commit any copyright violations or violations of personal rights, and especially not to disseminate any datasets that:

  • are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
  • that contain unauthorized or unsolicited advertising;
  • contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information from the ANC or any Third Party; or
  • imposes or may impose an unreasonable or disproportionately large load on ANC’s or its Third Party providers' infrastructure.

3.9. The Depositor agrees not to use the IT infrastructure provided by ANC disproportionately or to an extent that exceeds the level of normal use. ANC is entitled to define what is considered to be an excessive amount of use.

3.10. The deposited data uses the infrastructure and services of the ANC. Scientific publications that use the ANC to deposit and disseminate data must provide appropriate attribution to the repository by citing the publication listed on the ANC website.

3.11. For further information and additional terms, please refer to the ANC Code of Conduct. These terms are integral to this Agreement and must be adhered to by the Depositor.

4. Archiving

4.1. ANC will store the dataset and, in accordance with the licenses granted by the Depositor, make them available to the general public or specific users within the ANC.

4.2. Furthermore, ANC can make datasets (or substantial parts thereof) available to Third Parties if required to do so by legislation or regulations, a court decision, or by a regulatory or other institutions, if necessary for the preservation of datasets or (to a similar institution) if ANC ceases to exist and/ or its activities in the field of data-archiving are terminated (see 4.8.).

4.3. ANC will view and examine the dataset regarding comprehensibility of the documentation as well as conformity with technical requirements as to the formats in which the dataset has been transferred, stored, and made available. Should it become apparent, while viewing the dataset, that they are not suitable for archiving, ANC is not obliged to include the said dataset in its archives and can return or retransmit them to the Depositor within an appropriate period of time.

4.4. The Depositor shall grant ANC the unilateral irrevocable, non-exclusive right, free of charge, which is unlimited in respect of time and place, to use the dataset transferred in full or in part, at their discretion, and in particular to reproduce, publish, disseminate, send, archive, make available to the general public, edit the said dataset, and in particular combine them with other datasets and Metadata and carry out any modifications that are necessary for assuring the quality of the said dataset and Metadata or for technological reasons or in regard to archiving requirements. ANC will inform the Depositor of any such changes. ANC shall not guarantee the correctness of the data included in the dataset and will not assume ownership due to such an examination. The Depositor shall also grant ANC those rights of use that will be necessary due to future technological developments or changes in the applicable legislation.

4.5. Should the dataset be modified by the ANC, before or after it has been made available to the general public or specific users of the ANC, the provisions of this Agreement shall also apply to all modified versions of the said dataset.

4.6. ANC shall be entitled to delete or restrict or prevent access to datasets and the Metadata on a temporary or permanent basis, if they are not suitable for archiving, or to be made available. Should the dataset and Metadata be blocked or deleted, fundamental Metadata that indicates the prior existence of the said dataset and Metadata will continue to be visible. The Repository shall inform the Depositor in such cases.

4.7. ANC does not examine, inspect, and monitor the datasets that have been stored and made available with regard to their legitimacy, especially with regard to the immaterial law situation; this particularly applies to protectability and the holding of rights. Should ANC become aware of any unlawful actions or unlawful datasets, or should ANC become aware of any circumstances that clearly indicate unlawful activities or unlawful datasets, ANC shall be entitled to remove the said datasets immediately, to block access to them and inform responsible authorities.

4.8. After the dataset and Metadata have been transferred and stored, the Depositor can no longer demand the deletion of the dataset and Metadata, unless the Depositor can assert a serious reason that cannot be complied with by blocking the said dataset and Metadata. The ANC reserves the right to assess the seriousness of the claimed reason.

4.9. To ensure the long-term storage and availability of the transferred dataset and Metadata, ANC shall be entitled to conclude Agreements and take measures to that effect. The Depositor shall agree that the rights under this Agreement may be transferred for the said purpose at any time. This shall particularly apply if ANC is dissolved or can no longer pursue its original objective. If ANC ceases to exist or terminates its data-archiving activities, ANC shall attempt to transfer the datasets to a similar organization that will continue the Agreement with the Depositor under similar conditions, if possible, inform the Depositor of the cancellation of its activities and provide the Depositor the opportunity to transfer a copy of the dataset. ANC reserves the right to commission Third Parties to make the said dataset and Metadata available.

4.10. ANC shall ensure, to the best of its ability and resources, that the deposited dataset is stored in a sustainable manner for the duration of this Agreement.

4.11. Archiving will take place without giving any warranty, particularly with regard to the duration of archiving, the availability of the dataset and Metadata and scope of the services and functions that are being provided, nor can Depositors derive any legal right of use. ANC is not liable for any damage or losses resulting from acts or omissions by users or Third Parties to whom the content has been made available.

4.12. The Depositor will ensure the availability of a stable email address and check it regularly so that permission requests can be processed within a reasonable period of time. ANC will facilitate consultations between the Depositor and the User who wants to use a dataset but cannot be held responsible for the Depositor’s decision whether or not to make the dataset available, nor for any conditions under which this is done.

4.13. The datasets will each be assigned a Digital Object Identifier (DOI). This is a persistent hyperlink which can be used to reference the dataset. The DOI will be reserved if the quality requirements (See 3.2.) are met and will become active after publication of the dataset.

5. Availability of the datasets

5.1. ANC shall publish the Metadata provided by the Depositor directly to the general public. The ANC will make the Metadata available under the conditions of the CC0 1.0 Universal Public Domain Dedication (see 2.1).

5.2. Access to the dataset is either only granted to users of the ANC ("restricted access") or to the general public ("open access").

5.3. If restricted access is applied, the ANC shall make the dataset available only to Users who have agreed to comply with the Terms of Service and the ANC License laid down by ANC. Furthermore, if the Depositor chooses, they can grant the user access to an entire Group of datasets. Access will then be extended to all datasets currently available within the Group, as well as any future datasets added to the Group.

5.4. By default, datasets are not accessible to the general public. However, Depositors may opt to make the dataset available to the general public, provided that they have received verification and approval from the ANC.

5.5. If the files in the dataset or the Metadata, or parts of them, contain personal data as defined by the GDPR, the files are not allowed to be made available to the general public.

6. Final Provisions

6.1. This Agreement shall come into force after acceptance by the Depositor and shall be of unlimited term and may solely be terminated by the ANC. The ANC reserves the right to continue to store the datasets even after termination of this contract.

6.2. In the event of any breach of this Agreement, the ANC shall be entitled to terminate the contract extraordinarily. Depending on the severity of the misconduct, the ANC may, at their own discretion, permanently or temporarily delete the Depositor's account. However, it is imperative to point out that Depositors must also comply with other applicable laws, especially in the area of data protection and intellectual property rights, and that non-compliance may result in severe legal sanctions.

6.3. In accordance with the applicable provisions of data protection law, the Parties of the Agreement shall agree to a mutual communication of data to the other Party and to the processing of the said data by the Party, both during the term of this Agreement and afterwards, enabling the Parties of the Agreement to examine compliance with the terms of this Agreement.

6.4. This Agreement conclusively defines the legal relationship between the Parties regarding its content. Any other Agreements concluded by the Parties of this Agreement, or declarations of intent or confirmations of notice given before or at the time of the conclusion of this Agreement, as well as any other circumstances of legal relevance, shall cease to be effective when this agreement is signed.

6.5. Any notification stipulated under this Agreement or provided by law shall be deemed delivered on the day on which the said notification has arrived at the respective email address of the other Party of the Agreement.

6.6. Any change of email address or postal address must be promptly communicated to the other Party of the Agreement in writing and shall become effective one week after arrival at the address of the other Party to the Agreement.

6.7. ANC reserves the right to unilaterally change this Agreement at any time. In the event of substantial changes, ANC will inform the Depositor before the new conditions come into effect, allowing the Depositor to become aware of the changes. The continued use of the services following the posting of any changes to the Agreement constitutes acceptance of those changes. If the Depositor does not accept the changes, they are no longer entitled to use the ANC.

6.8. If any provision of this Agreement is declared legally ineffective or unenforceable, the remaining provisions shall remain unaffected. The ineffective or unenforceable provision shall be replaced with one that reflects its intended economic outcome as closely as possible while remaining legally valid. The same applies to any unintended loophole in this Agreement.

6.9. This Agreement - including any disputes arising prior to its conclusion or after its termination, such as pre-contractual obligations (e.g., culpa in contrahendo) - shall be governed by and construed in accordance with Austrian law, excluding its rules of conflict of laws.

6.10. The Parties agree that any dispute arising from, relating to, or in connection with this Agreement - including disputes concerning its formation, validity, pre-contractual obligations (e.g., culpa in contrahendo), or post-termination effects - shall be subject to the exclusive jurisdiction of the competent court in 5020 Salzburg, Austria, in accordance with the Brussels I Regulation (Regulation [EU] No. 1215/2012 of the European parliament and of the council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, OJ L 351 20.12.2012, p. 1, as amended by OJ L 54 25.2.2015, p. 1).