Standard Terms and Conditions of Use for GRAS Systems
BY USING ANY OF THE GRAS SYSTEMS, YOU AGREE AND ACCEPT TO BE BOUND BY THE STANDARD TERMS AND CONDITIONS OF USE STIPULATED BELOW.
‘GDPR’ means the Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, otherwise referred to as the General Data Protection Regulation of the European Union.
‘GRAS’ means the GRAS Global Risk Assessment Services GmbH, duly registered in Germany with the registration number HRB 79021 and VAT number DE 290 459 618, having its registered address at Hohenzollernring 72, D-50672 Köln.
‘GRAS System’ means a software application, database or electronically-accessible online tool which GRAS owns or operates. For the purposes of this STCU, these currently include the GRAS tool, GRAS Tool+, Faramo, ARIA, GRAS interactive Map Accounts and GRAS Google Cloud Storage.
‘STCU’ means the Standard Terms and Conditions of Use established herein, which constitute the binding agreement between You and GRAS in relation to the use of a GRAS System.
‘Underlying Datasets’ means the datasets which have been incorporated by GRAS in a GRAS System.
‘User Data’ is data which You enter, upload or otherwise introduce into a GRAS System.
‘You’ or ‘Your’ means the individual user with access to a GRAS System. In the event the individual user is accessing a GRAS System on behalf of a legal entity, then ‘You’ or ‘Your’ refers to both the individual user and the legal entity on whose behalf the individual acts.
‘Internal Purposes’ means purposes which are limited to You and Your internal assessment, business and decision-making processes, insofar as these are carried out by Your employees and agents acting on behalf of Your organisation, and not distributed externally or used in a manner to provide benefits to another entity. With respect to reports and other output You obtain from a GRAS System, Internal Purposes include using the foregoing as part of submissions You may make to governmental authorities or permit granting bodies insofar as the recipients perform a legally mandated function and undertake not to use such reports or output for other purposes.
Standard Terms and Conditions of Use
1. The purpose of this STCU is to govern the terms, conditions and modalities under which You are granted access to a GRAS System.
2. Some GRAS Systems are only accessible to users who have duly registered and created an account with GRAS. For these Systems, You must follow the registration modalities specified in the given GRAS System’s landing page. Upon receiving Your request to register, GRAS will decide, at its own discretion, whether to grant You access to that GRAS System under this STCU. Some GRAS Systems are accessible publicly without a registration requirement. You may access to and use such GRAS Systems in compliance with this STCU.
3. In the event You are registering to gain access to a GRAS System, You must fully and truthfully complete the corresponding registration details, which may include Your name, the name of the company or legal entity on whose behalf You will be using the GRAS System, and Your contact details. You warrant that the information you provide is accurate and complete.
5. You may be prompted to choose a username and password to complete the registration process. This username-password combination is specific to You, which You must keep secret and not share it with others. GRAS may employ appropriate technical safeguards to detect and prevent access to Your account by unauthorised persons. For security reasons and to prevent misuse, You are recommended to change Your password at regular intervals.
6. Once you gain access to a GRAS System under this STCU, You are granted a limited, personal, non-exclusive, non-sublicensable and non-transferable licence to use that GRAS System and to generate reports and other permitted output, strictly for Your Internal Purposes. Any other uses of the GRAS Systems than what is provided herein is expressly disallowed.
7. You are expressly prohibited from copying or reproducing the Underlying Datasets beyond what is allowed by the limited reporting functionality of a given GRAS System. You may not take screenshots, capture or otherwise extract any visual components from GRAS Systems. You may not sell your access to a GRAS System to third parties. You may not sell the Underlying Datasets or any reports You generate through a GRAS System. You are further prohibited from: (a) employing any software, scripts or other mechanisms when using a GRAS System aimed at data extraction or performing unauthorised actions; (b) interfering with the performance or proper functioning of a GRAS System by engaging in actions capable of damaging or overloading servers and other IT infrastructure operated by GRAS; (c) distributing or publicly disclosing the contents of a GRAS System, unless otherwise allowed.
8. Underlying Datasets contain data originating from external sources. These are indicated within the given GRAS System. Use of any data originating from external sources may be subject to additional terms and conditions, as set by their respective right-holders, and may limit the use You can make of the relevant data beyond what is provided for in this STCU. You agree to fully observe the specific terms and conditions which govern such data and accept to defend, indemnify and hold GRAS harmless from any claims or damages arising from Your use thereof.
9. Certain GRAS Systems allow you to introduce User Data. You are exclusively responsible for all data and content You enter, upload or otherwise introduce into a GRAS System. In the event the particular GRAS System is made available to you subject to the payment of a fee, then GRAS shall be considered as an information society service provider within the meaning of the eCommerce Directive 2000/31/EC, in particular with regard to Articles 12 to 15 thereof, as implemented in Germany under the Telemediengesetz §7-§10, insofar as the transmission, storage and hosting of the User Data is concerned. GRAS disclaims any and all liability associated with or arising out of any User Data. You undertake to respect and observe all applicable laws and regulations which may apply to such User Data, and accept to defend, indemnify and hold GRAS harmless from any claims or damages pertaining thereto. When You introduce User Data to a GRAS System, You grant GRAS a limited, non-exclusive and royalty-free licence to electronically store, host and serve You the User Data, make backup copies, provide access to its subcontractors for maintenance and troubleshooting, and to process the User Data in accordance with the technical functionalities and capabilities of the given GRAS System so that You can display, visualise, sort, analyse and manage the said data as intended. GRAS undertakes not to use the User Data for any other purpose unless otherwise agreed in writing.
10. In the event the User Data You introduce into a GRAS System contains personal data within the scope of the GDPR, You agree and accept to duly treat the relevant data in accordance with Your applicable legal obligations. In this regard, You must ensure that any processing of personal data done by You is performed in a manner that is: (a) lawful, fair and transparent; (b) for a limited and clearly defined purpose; (c) utilising the minimum amount of data necessary; (d) accurate and where necessary, kept up-to-date; (e) for a limited and clearly defined duration; (f) in a manner that ensures appropriate security of the personal data; and (g) carried out in an accountable manner, capable of demonstrating compliance with the law.
11. GRAS is the duly entitled proprietor of all GRAS Systems. You receive no title or interest in any GRAS Systems. This STCU does not grant you any rights in relation to the code, algorithms or other computer scripts incorporated within GRAS Systems, and You may not access, copy, reproduce or replicate the software components thereof. You may not create derivative works relying on or on the basis of any part of a GRAS System. No right other than what is granted herein may be deemed to have been granted by implication.
12. Certain GRAS Systems are accessible via a smartphone application. For these cases, You are granted the right to download and install the relevant smartphone application from an authorised app-store. This STCU will apply to Your use of the smartphone application.
13. Any publications which make use of results obtained through a GRAS System must duly reference GRAS and indicate the Internet address at which the corresponding GRAS System may be accessed.
14. Trademarks, trade names, logos, domain names and other distinctive signs pertaining to GRAS or a GRAS System are exclusive properties of GRAS and are duly protected under applicable copyright and trademark laws. You are expressly disallowed from using any such distinctive signs without the prior written approval of GRAS.
15. You may not remove copyright and trademark notices, liability disclaimers and other legal statements displayed on reports generated through a GRAS System or any other material and documentation pertaining to GRAS services. Any references made to the origin of externally sourced data must be retained.
16. GRAS Systems are provided ‘as-is’ and any risk associated with the use of a GRAS System is with You. While GRAS intends the information provided in GRAS Systems to be reliable and reflective of the data and the technology available at its disposal at the time of its preparation, it provides no warranties or representations as to the accuracy, timeliness, non-infringement, completeness or fitness for a particular purpose of the data, and disclaims any liability resulting from any conclusions that may be drawn, any actions or decisions that may be taken, or any loss or damages that may be suffered due to, based on or arising from the use You may make of a GRAS System, which You understand and accept.
17. GRAS undertakes to employ its best efforts for ensuring the reasonable performance of GRAS Systems. However, it provides no warranties or representations as to the continuous availability and accessibility of GRAS Systems. GRAS has the right to temporarily suspend or permanently discontinue a GRAS System at its own discretion, for which it disclaims all liability. GRAS Systems may be unavailable or inaccessible for limited time periods due to maintenance and technical upgrading, which You understand and accept.
18. Certain GRAS Systems are available on a non-commercial basis and without a fee. By way of exception to Paragraph 6 of this STCU, in the event You have access to a free and non-commercial GRAS System, the rights granted to You under this STCU shall be only for non-commercial purposes.
19. In the event You are granted access to a GRAS System which is subject to payment, You agree to duly pay the access fee specified in the pricing schedule corresponding to that GRAS System. Pricing schedules for access fees to GRAS Systems shall be deemed to form part of this STCU, and shall be payable by credit card or bank transfer within 7 calendar days of invoicing. Non-payment shall result in the suspension of Your access to the given GRAS System the day immediately after the payment deadline. Restoration of Your access will be subject to the payment of all sums due.
20. By exception to the foregoing paragraph, if You have a separate written agreement with GRAS in relation to a GRAS System, the terms and conditions specified in that agreement shall take precedence over this STCU insofar as payments and invoicing are concerned.
21. GRAS provides customised risk analyses, assessments and other consulting services that rely on GRAS Systems. If You have requested such services from GRAS, which GRAS accepted to offer for a fee, a separate written agreement will be concluded in relation to the provision of those services.
22. You understand and accept that GRAS has the right to modify this STCU at its discretion and without a prior notice period. Any changes made to these terms will be duly reflected on the GRAS website and communicated to you via e-mail. If you do not agree with the changes made, You have the right to terminate this STCU by notifying GRAS in writing within 7 calendar days of receiving the e-mail. Termination shall be immediate. If You continue accessing or using GRAS Systems after the expiry of this 7-day period, Your consent to the changes will be deemed effective.
23. GRAS has the right to terminate this STCU if it identifies that You have acted in breach the terms and conditions established herein or if Your access has been suspended to GRAS Systems under Paragraph 19 of this STCU for more than 14 calendar days. Termination shall be immediate and communicated to you via e-mail.
24. Upon termination, Your access to GRAS Systems will be discontinued and You will not be able to log in to Your account, use the functionalities of GRAS Systems, or generate any reports. Any rights granted under this STCU, including the limited licence granted under Paragraph 6, shall be void.
25. You have the right to withdraw from this STCU at any time and at your discretion, by either informing GRAS in writing or deleting Your account. Upon Your withdrawal, this STCU shall be deemed as terminated, and the effects established in the preceding paragraph will apply. Additionally, you may request GRAS to erase all data pertaining to Your use of GRAS Systems, in particular any User Data or personal data falling within the scope of the GDPR.
26. Termination or withdrawal shall have no effect on any unpaid sums which were duly invoiced during the term of this STCU, which shall remain payable.
27. In the event GRAS permanently discontinues a GRAS System to which You have access, this STCU shall be deemed to terminate on the date permanent discontinuation takes effect. You will be notified by e-mail at the latest 30 calendar days prior to this date, in order to allow you sufficient time to finalise your use of the relevant GRAS System and to copy any User Data. If You paid for access to a certain GRAS System which is subject to permanent discontinuation, any claimable liability of GRAS shall be limited to the value of the sums You already paid for the period extending beyond the discontinuation, which GRAS undertakes to reimburse.
28. You understand and accept that GRAS may engage or rely on subcontractors and third-party companies to debug, maintain, troubleshoot or host GRAS Systems, or to provide the necessary infrastructure or technical capabilities for making GRAS Systems available and accessible. In this regard, You permit GRAS to provide its subcontractors access to some information and data, including User Data, pertaining to You and Your use of a given GRAS System strictly for essential and technical purposes and for the limited duration of the necessary tasks. GRAS commits to having in place the necessary legal agreements with such subcontractors and third-party companies to ensure the security, integrity, confidentiality and protection of Your data but disclaims any liabilities in relation to any claims or damages arising from hacking, unauthorised access, security vulnerabilities or technical failures which may materialise due to a failure on the side of the subcontractor or third-party company.
29. For those GRAS Systems which are publicly available without a registration requirement, this STCU enters into force upon Your first access to that GRAS System. For those GRAS Systems which require registration prior to gaining access, this STCU enters into force upon the moment GRAS grants You access to that GRAS System. This STCU will in all cases stay in full force and effect until termination by You or by GRAS, or Your withdrawal.
30. This STCU is governed by and construed in accordance with the applicable laws of the Federal Republic of Germany, complemented where necessary by the law of the European Union. Any dispute, controversy or claim arising out of or in relation to this STCU shall be resolved amicably. If You and GRAS are unable resolve differences through amicable means, either You or GRAS may refer the dispute, controversy or claim to the exclusive jurisdiction of the competent courts of Köln, Germany.
31. If any provision or clause of this STCU is held unenforceable by a competent court of law, the remaining provisions and clauses shall continue to be in full force and effect. The invalid provision shall be interpreted or replaced with another provision having the same or similar intended effect, to the maximum achievable extent under the applicable law.
32. The waiver by GRAS of a breach of any provision of this STCU cannot be construed as a waiver of any subsequent breach.