Overview of the Participation Agreement

The Data Republic Participation Agreement (DRPA) is a unique legal framework which permits organizations to participate on the Data Republic Platform. The DRPA has been designed as a one-size-fits-all agreement that allows for the safe, secure and legal exchange of data between multiple participants.

The DRPA has been broken down into 5 parts for ease of navigation and accessibility. You should familiarise yourself with each of the relevant terms that apply to your participation on the Data Republic Platform.

Part 1 are the “front-end” terms and conditions which apply to all participants universally. The primary focus of the front-end is to set out the key rights and obligations that apply to all participants with respect to accessing the Data Republic platform and as between the participant and Data Republic.

Part 2 of the DRPA are the 4 modules (schedules 2-5) which set out the unique terms and conditions which apply to each specific participant use case; a Data Product Developer, an Application Developer, an End Client, or a Data Contributor. All participants that sign the DRPA have the ability to participate as any of the 4 use cases (but no obligation to do so). The terms in the relevant modules will apply to the participant according to how they participate.

Part 3 of the DRPA is the Participant Deed Poll (schedule 6). The Participant Deed Poll is a critical element of the Data Republic legal framework as it creates a legal relationship between a Data Contributor and the end users of data contributed by that Data Contributor. No participant (or end client) is allowed to obtain data (in any use case) without first executing the Participant Deed Poll. The Participant Deed Poll is one of the key elements to give peace of mind to Data Contributors.

Part 4 of the DRPA are the Intellectual Property Terms, Confidentiality Terms, Payment Terms and Glossary. These terms are incorporated into the DRPA as schedules 7, 8, 9 and 10. All of the terms in the Confidentiality Terms and Glossary apply to all participants on the Data Republic Platform. The Intellectual Property Terms and Payment Terms may apply differently to you depending on your use case.

Part 5 of the DRPA are the various Data Republic Policies. These Policies are living documents, meaning that they may be amended from time to time as required and determined by Data Republic. They are incorporated into the DRPA by reference and apply based on the version that is most current. You should ensure that you regularly monitor the Data Republic Policies and understand how they apply to your use case.

 

Contract Administration, Term Sheets and Data Request Forms

The Term Sheet covers the terms of engagement for each distinct acquisition, or related acquisitions, of a DR Participant Product and/or data contribution and is executed by both Participant and Data Republic.

The Data Request Form covers the terms of engagement for each distinct use by a Participant (whether as an End Client, Data Product Developer or Application Developer) of a DR Participant Product and is approved by both the relevant data contributor and Data Republic.

Once executed, each Term Sheet and Approved Data Request Form will become part of, and be subject to the terms and conditions of, the DRPA. The parties must comply with any special conditions set out in the applicable Term Sheet and/or Approved Data Request Forms.

  

Confidentiality

In order to ensure that Participants are aware of what is available on the Platform and who is seeking to obtain or has contributed data, it is necessary for Data Republic to be able to display the logos participants on the platform and to describe the way in which those participants are participating.

 

Sub-licencing

Certain types of Data Products obtained through the Data Republic platform may be sub-licensed by approved partners to permitted third-parties with approval from Data Republic and the Data Contributor. In such circumstances, the approved partners must ensure that their agreement with permitted third-parties includes the minimum EULA terms provided by Data Republic.

 

Audit

Data Republic reserves the right to conduct an audit (or engage a third party to conduct an audit) of all Participants to ensure, among other things, that their use of DR Participant Products is in accordance with the DRPA and the conditions of any relevant DRF or Term Sheet. This requirement is essential to providing peace of mind to Data Contributors with respect to the use to which their data is put.

 

Disclaimer

Data Republic is a platform operator. This means that we provide the structure and framework to allow easy, multi-lateral data exchanges. We are not able to provide guarantees of any kind with respect to the accuracy, currency, reliability or quality of the data or data products made available on the platform.

 

Representations and Warranties

We require that every Participant warrant that they have the full power, authority and legal capacity to enter into the DRPA, that they have obtained all the consents necessary to perform its obligations under the DRPA and that in doing so they will not be in breach of any other agreement. These warranties are necessary to ensure that Data Republic and other participants can rely on the Participant with respect to the data contributed or commercial terms agreed for data products obtained over the platform.

We also require that Participants warrant that they have all necessary right, title and interest in the Participant Marks in order to grant the relevant licences to Data Republic to use those Participant Marks.

Data Republic warrants that it has the necessary right, title and interest in the DR Participant Products and DR Marks in order to grant the relevant licences to Participants. We also warrant that we will comply with, implement and enforce the Data Security Protocols.

 

Indemnities

The indemnities reflect the risk allocation on the platform. Data Republic takes responsibility (up to the liability cap) for the performance of the platform itself. Participants are required to provide specific uncapped indemnities to ensure that they are accountable for their use of the platform and access to data. This risk allocation allows Data Republic to give participants access to the Data Republic ecosystem and the opportunity to access data, develop data products and commercialise them through the platform.

The indemnities given by Participants to Data Republic relate specifically to breaches by the participant of matters within the control of the Participant.

  

Limitation of Liability

The Liability of Data Republic and Participants (excluding under an indemnity) is limited by the liability cap.

 

Insurance

As is standard industry practice, Data Republic requires that each Participant obtain a minimum level of insurance coverage. Data Republic is itself required to obtain insurance coverage.

 

Suspension

Data Republic may suspend the performance of this Agreement, any Term Sheet and/or any Approved Data Request Form without liability to Participant in limited circumstances. This is required for a number of reasons, particularly to ensure that the integrity of the platform is maintained at all times – even if it means temporarily suspending access to the platform and Data Products.

 

Termination of the Agreement or Term Sheets for convenience

Either party may terminate this Agreement for convenience and without incurring liability to the other party at any time after the initial term and once the Term of Data Use is complete. This balances flexibility with commercial certainty for Data Republic and Participants (especially other participants that may have obtained data from you).

 

Termination of the Agreement or Term Sheets for cause

Either party may terminate this Agreement and/or any Term Sheet(s) with immediate effect by giving written notice to the other party for cause (as set out in the agreement).

Data Republic is also able to terminate a participant’s use of DR Participant Products for cause. This requirement is essential to give comfort and control to data contributors.

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