Terms of Use

Please read these Terms of Use ("Terms") carefully before accessing or using the Technosignature Research Portal Services ("Services"), which consists of the Technosignature Research Portal website ("Site") and any related products or services. These terms govern your access to and use of the Services and contain important information about User's (as defined below) legal rights, remedies, and obligations. The Services are intended for organizational, commercial, and research use and are not intended for use by consumers or for personal, household, or family use.

These Terms are between User (as defined below) and the Technosignature Research Portal ("Technosignature Research Portal," "we," "us," or "our"), and by accessing or using the Services or clicking to accept these Terms you agree on behalf of any organization which you represent, to be bound by these Terms, or if you are not formally affiliated with any organization, you agree on your own behalf to be bound by these Terms (such individual, organization, or entity agreeing to these Terms, "User"). If you represent an organization, you represent and warrant to Technosignature Research Portal that you have the authority to bind your organization. These Terms are effective on the earlier of the date: (a) User first accesses or uses the Services; or, (b) you click to accept these Terms ("Effective Date"). You acknowledge that you have read our privacy policy available at Technosignature Research Portal.org on your own behalf and on behalf of User (the "Privacy Statement").

Technosignature Research Portal may make changes to these Terms from time to time. Changes to these Terms will become effective on being posted on the Site. User's continued use of the Services constitutes acceptance of the Terms as amended. If User does not agree with the amended Terms User must stop using the Services. Please read these Terms carefully. The Services are not intended for use by anyone under the age of 13; if you are under the age of 13, you may not use the Services.

Article 1: Access to Services

1.1 Access to the Services and Use of the Services

Technosignature Research Portal makes the Services available as set out in these Terms and User may access the Services only as made available by Technosignature Research Portal. To access and use certain portions of the Services, User must sign up for an Account by providing User's full legal name, a valid email address where Technosignature Research Portal may contact User, and any other information required by Technosignature Research Portal, and User must be approved by Technosignature Research Portal to access such portions of the Services (each such approved user, an "Approved User"). User may only use the Services as expressly permitted in these Terms.

1.2 Access to the Technosignature Research Portal Data

1.2.1 Technosignature Research Portal provides data in a format determined by Technosignature Research Portal. User may only access the Technosignature Research Portal data by creating an Account and using the Services to access the Technosignature Research Portal data.

1.2.2 User may only use the Technosignature Research Portal Data as set out in these Terms, and only as made available by Technosignature Research Portal to User. User shall provide at its own expense all communications and other information technology equipment and services necessary for User to access and use the Technosignature Research Portal.

1.3 Changes to the Services and content of the Technosignature Research Portal Data

User acknowledges that: (a) Technosignature Research Portal may choose to discontinue the Services at any time, and may make changes to the Services at any time, including to the content and the format of the Technosignature Research Portal data; and, (b) Technosignature Research Portal determines the content of the Technosignature Research Portal data in its sole discretion.

1.4 Protection of the Technosignature Research Portal Data

User shall protect and safeguard the Technosignature Research Portal data by implementing, maintaining, and enforcing appropriate administrative, technical, logical and physical safeguards to protect the security, confidentiality, and integrity of the Technosignature Research Portal data.

1.5 User Responsibilities

1.5.1 User is solely responsible for:

(a) its use of the Services and for ensuring that User's use of the Services complies with these Terms and all applicable laws;

(b) any decisions based on the Technosignature Research Portal data, including evaluating whether the Technosignature Research Portal data is suitable for User; and,

1.5.2 User will not do or attempt to do any of the following:

(a) access or use, or permit any third party to access or use, the Services except as expressly permitted herein;

(b) sell access to the Services, including by incorporating the Technosignature Research Portal data into other products, services, or data;

(c) frame, mirror, redistribute, resell, or make available to any third party the Services, including any part of the Technosignature Research Portal data;

(d) use the Services to violate, or encourage the violation of, the legal rights of others;

(e) use the Services for any unlawful, invasive, infringing, defamatory, obscene, threatening, hateful, or fraudulent purpose;

(f) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, or access for a purpose that is competitive to Technosignature Research Portal any part of the Services, or sell, resell, rent, or lease the Services;

(g) interfere with or disrupt the integrity or performance of the Services or any Technosignature Research Portal systems, or place any disproportionate load on the Services infrastructure or any Technosignature Research Portal systems;

(h) provide false information to Technosignature Research Portal, or information which is defamatory or libelous;

(i) use Technosignature Research Portal to advocate political positions or opinions;

(j) attempt to gain unauthorized access to the Services or Technosignature Research Portal systems and their related systems or networks; or

(k) use or knowingly permit the use of any security testing tools in order to probe, scan, or attempt to penetrate or ascertain the security of the Services.

(the "Usage Restrictions")

1.6 User's Account

User is solely responsible for all use of the Services made using User's Account, regardless of the identity of the person making such use. Technosignature Research Portal shall have no responsibility or liability in connection with any unauthorized use of User's Account by persons other than User. User shall comply with all applicable laws in connection with User's use of the Services.

User shall ensure that it assigns appropriate passwords to its Account and shall keep such passwords secure. User acknowledges that Technosignature Research Portal is unable to retrieve lost or forgotten passwords. User shall: (i) notify Technosignature Research Portal immediately of any unauthorized use of any password or Account or any other known or suspected breach of security with respect to its Account; and, (ii) not impersonate another person or provide false identity information to gain access to or use the Services. In addition to its other remedies, Technosignature Research Portal may immediately remove or suspend any Account affected by the activities described in the foregoing (i) or (ii).

1.7 Submissions

User may make submissions to Technosignature Research Portal through the Site regarding new or existing entries in the Technosignature Research Portal data ("Submissions"). Technosignature Research Portal may, but is not obligated to, use and disclose any Submission for any purpose, including incorporating the Submission into the Technosignature Research Portal data. User agrees to assign any rights of any kind in Submissions to Technosignature Research Portal.

User acknowledges that Technosignature Research Portal assumes no liability for the Submissions or the submissions of third parties, and User expressly releases Technosignature Research Portal of all liability in connection with the Submissions or the submissions of third parties.

Article 2: Ownership and Intellectual Property

2.1 Ownership of Technosignature Research Portal Data

User acknowledges that as between the parties, Technosignature Research Portal owns all right, title, and interest in and to the Services. User shall not take any action that is inconsistent with such ownership of the Services, and agrees that nothing in these Terms, and no use of the Services by User pursuant to these Terms, shall vest in User, or be construed to vest in User, any right of ownership in or to the Services.

Article 3: Confidentiality

3.1 Confidential Information

"Confidential Information" means any information provided by Technosignature Research Portal to User and includes the Technosignature Research Portal data and any information or data derived from the Technosignature Research Portal data. Confidential Information does not include any information which, at the time of disclosure or thereafter, is generally available to and known by the public (other than as a result of a breach by User of these Terms), or was independently available on a non-confidential basis from a source other than Technosignature Research Portal and whose disclosure does not, to the knowledge of User after reasonable inquiries, constitute a breach of any duty of confidentiality owed to Technosignature Research Portal.

3.2 Use of Confidential Information

User agrees:

(a) not to use any Confidential Information for any purpose other than as permitted under these Terms;

(b) to keep confidential all Confidential Information, and not disclose in whole or in part any Confidential Information, other than as expressly contemplated herein, without the prior written consent of Technosignature Research Portal; and,

(i) to Representatives who (A) need to know the Confidential Information in the course of the performance of their duties, (B) are informed of the confidential nature of the Confidential Information; and, (C) who have entered into appropriate written agreement to keep the Confidential Information confidential; and,

(ii) if compelled pursuant to a court order or other legal process, provided that Technosignature Research Portal shall first have the opportunity to request an appropriate protective order.

3.2.1 For clarity, User shall be responsible for any breach of this Article 6 by its Representatives.

3.3 Standard of Care

User agrees to use the same measures to maintain and safeguard the confidentiality of the Confidential Information of Technosignature Research Portal as it uses for its own confidential information, and in no event will it protect the Confidential Information of Technosignature Research Portal with less than reasonable care as a careful and prudent business person would use to protect its own highly confidential information from unauthorized disclosure.

3.4 Acknowledgements

User acknowledges that, as between the parties, Technosignature Research Portal's Confidential Information is the property of Technosignature Research Portal. User acknowledges that the Technosignature Research Portal Confidential Information is highly valuable to the interests, business, and affairs of Technosignature Research Portal, and that disclosure by User of Technosignature Research Portal Confidential Information other than as permitted under these Terms would be detrimental to Technosignature Research Portal.

Article 4: Term and Termination

4.1 Term

These Terms are effective on the Effective Date and continue until terminated as set forth in this Article 5 (the "Term").

4.2 Termination by Technosignature Research Portal

Technosignature Research Portal may terminate these Terms at any time and for any reason immediately without any liability to User.

4.3 Termination by User

User may terminate these Terms at any time by deleting their Account and ceasing to use the Services.

4.4 Termination by Either Party

Either party may terminate these Terms if the other party: (a) fails to cure any material breach of these Terms within 30 days after written notice of such breach; or, (b) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party and not dismissed within 30 days thereafter.

4.5 Effect of Termination

On termination of these Terms:

(a) User shall cease use of the Services;

(b) User shall immediately cease any and all use of the Technosignature Research Portal;

(d) User will return to Technosignature Research Portal all Confidential Information, in whatever form it may exist, and all copies thereof, or, as directed by Technosignature Research Portal, destroy such Confidential Information and if so requested, must certify in writing to Technosignature Research Portal it has done so.

Article 5: Representations and Warranties

5.1 Representation and Warranties of User

User represents, warrants, and covenants to Technosignature Research Portal that it will comply with all laws, rules, and regulations applicable to it with respect to its use of Services.

5.2 Disclaimer of Warranties and Conditions

Technosignature Research Portal provides the Services on an "AS IS" basis and User acknowledges that all access to, use of, or reliance on the Services is at User's sole risk.

Technosignature Research Portal makes no, and actively disclaims any, condition, representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services or the Technosignature Research Portal Materials. All conditions, representations, guarantees, and warranties regarding the Services or Technosignature Research Portal Materials, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, or non-infringement of third party rights, or those arising from a course of dealing or usage of trade, are hereby expressly disclaimed by Technosignature Research Portal to the maximum extent permitted by applicable law. Without limiting the foregoing, Technosignature Research Portal makes no warranty that the Services will be error free, will function without interruption, or will meet any requirements or User's expectations. To the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the statutorily required warranty period.

Article 6: Indeminification and Limitation of Liability

6.1 Indemnification by User

User shall indemnify, defend, and/or settle and hold harmless at its own cost Technosignature Research Portal Releasees (as defined below) from any losses, damages, expenses, or any third party claims, causes of action, proceeding, or suits:

(a) which arise, directly or indirectly, out of User's use of the Services or Submissions; or

(b) arising from User's breach of these Terms.

6.2 Limitation of Liability

Technosignature Research Portal, its corporate affiliates, and its third party contractors, and the employees, directors, officers, agents, and representatives of Technosignature Research Portal, its corporate affiliates, and its third-party contractors ("Technosignature Research Portal Releasees") shall not be liable for: (i) any cost of cover or analogous costs related to the procurement of replacement services; or, (ii) any loss of use, lost data, loss of profits, damage to reputation, interruption of business, or any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.

The maximum aggregate liability of Technosignature Research Portal Releasees under these Terms or in connection with these Terms shall in no event exceed CAD $25. Such damages shall be the full extent of liability of Technosignature Research Portal Releasees under or in connection with these Terms, regardless of the form in which any such legal or equitable claim or action may be asserted against Technosignature Research Portal Releasees, and shall constitute the User's sole remedy under these Terms.

Article 7: General

7.1 Remedies

The parties agree that in the event User breaches its obligations under Article 5:

Technosignature Research Portal shall suffer irreparable harm for which damages may be an inadequate remedy, and therefore, Technosignature Research Portal shall be entitled, in addition to such other remedies it may have, to preliminary and permanent injunctive relief without proof of any actual damages that have been or may be caused to it by such breach and notwithstanding that damages may be readily quantifiable (provided the other party otherwise establishes its right to such injunctive relief) and the breaching party agrees not to plead sufficiency of damages as a defence in the proceeding for such injunctive relief brought by the other party.

7.2 Choice of Law and Forum

These Terms and User's use of the Services, and all disputes pertaining to or arising from these Terms or the Services, shall be governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without reference to its choice of laws principles. The parties irrevocably submit to the jurisdiction of the Ontario and federal courts in Toronto, Ontario, with respect to any matter pertaining to or arising from these Terms or the Services.

7.3 Notices

Technosignature Research Portal may provide notices to User electronically, including by posting any notice on the Site or emailing notice to the email address associated with User's Account. Any notice to be made or given hereunder by User to Technosignature Research Portal shall be in writing and shall be forwarded at the address set out below or such revised address as Technosignature Research Portal may, from time to time, designate. User shall give notice by email, effective at the time of transmission if transmitted during Technosignature Research Portal's regular business hours and otherwise effective at the commencement of business on the next business day.

Technosignature Research Portal
supportdarkdataproject.org

7.4 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms: (i) if and to the extent such delay or failure arises, with respect to a party, from any event or circumstance, regardless of whether it was foreseeable, that was not caused by that party; and (ii) provided the non-performing party is without fault and the delay or failure could not have been prevented by reasonable precautions or reasonable efforts (a "Force Majeure Event"). On or during a Force Majeure Event, the non-performing party is excused from further performance for as long as the Force Majeure Event persists and the party continues to use commercially reasonable efforts to recommence performance and mitigate the impact of its non-performance. Upon the occurrence of a Force Majeure Event, the non-performing party shall promptly notify the other party of the occurrence of that Force Majeure Event, its effect on performance, and how long that party expects it to last. During a Force Majeure Event, the non-performing party shall use reasonable efforts to resume its performance under these Terms.

7.5 Assignment

Neither these Terms nor any rights, licenses, or obligations hereunder may be assigned by User without the prior written consent of Technosignature Research Portal, provided such approval shall not be unreasonably withheld or delayed. Technosignature Research Portal may assign these Terms to a corporate affiliate or in connection with a merger or other change of control of Technosignature Research Portal, or the sale of all or substantially all Technosignature Research Portal's assets. Any attempted assignment in violation of these Terms shall be void and without effect. Subject to the foregoing, these Terms will benefit and bind the parties' successors and assigns.

7.6 Survival

Article 3 (Ownership and Intellectual Property), Article 4 (Confidentiality), Section 5.5 (Effect of Termination), Section 6.1 (Representation and Warranties of User), Article 7 (Indemnification and Limitation of Liability), and Article 8 (General) shall survive the termination of these Terms. Those provisions of these Terms that by their terms survive, or by their nature are intended to survive the termination of these Terms, will survive any termination hereof and remain in full force and effect.

7.7 Language

The parties have required that these Terms and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y attachent soient rédigés en langue anglaise.

Article 8: Interpretation

8.1 Definitions

In addition to the words and phrases defined elsewhere in these Terms, the following capitalized words and phrases shall have the following meanings:

8.1.1 "Account" means the Technosignature Research Portal account that User creates using the Site that allows User to access the Application and Technosignature Research Portal Data, and includes User's API Key.

8.1.2 "Representatives" means the accounting and legal professionals, engineers, advisors, agents, representatives, employees, officers, or directors of a party.

Updated on July 1, 2020