Digital Services Terms

These terms and conditions for the provision of DSS Digital Services (“Digital Services Terms”) apply to digital services provided by DSS together with DSS services provided under a consulting service agreement or any similar agreement or terms (collectively known as “Service Agreement”) between DSS and its client (s) listed in the Service Agreement (the "Client").

They govern Client’s rights and obligations with respect to the access and use by Client and its Authorized Users (as defined below) of all digital tools and solutions and/or electronic delivery of information including data and content across multiple platforms and devices (the “Digital Solutions”) and all DSS services utilizing Digital Solutions (together with the provision of the Digital Solutions, the “Digital Services”) specified in the Service Agreement, unless the Service Agreement refers to other terms for specific Digital Solutions.

DSS shall have no obligation to provide any digital solution, service or software which are not expressly specified in a duly executed agreement or Service Agreement.

In the event of a conflict between these Digital Services Terms and the provisions of the Service Agreement, these Digital Services Terms shall prevail. The terms of the Service Agreement shall apply to the Digital Services and to all aspects which are not addressed by these Digital Services Terms. For clarity, section 2.1 below applies instead of, and not in addition to, any license under the Service Agreement.

Unless otherwise specified, capitalized terms in these Digital Services Terms shall have the meaning given to them in the Service Agreement.

2.1. DSS grants to Client a worldwide, non-exclusive, revocable, and non-transferable right to use, the Digital Solutions and the content displayed on, or generated through, the Digital Solutions by or on behalf of DSS (the “DSS Content”) for the time period that DSS grants access and rights of use of the Digital Solutions to Client (“Subscription Period”), strictly in accordance with these Digital Services Terms and the documentation provided by DSS, and for its own internal business purposes only. Client shall use the Digital Services through its own employees, agents and/or duly authorized representatives having a need to access the Digital Services only (the “Authorized Users”) and is responsible for ensuring compliance with the Digital Service Terms by such Authorized Users.

2.2. Metrics. If the use of the Digital Services is subject to specific restrictions (e.g. limited number of concurrent Authorized Users or devices, named users, or other limitations), as specified in the Service Agreement, Client must use them strictly in accordance with such restrictions.

2.3. Changes. Client acknowledges that DSS may implement developments and modifications to the Digital Solutions or DSS Content and DSS will have the unfettered right to remove or modify any DSS Content or functionality from the Digital Solutions at its sole discretion.

2.4. Proper Use. Client shall not: (i) attempt to copy, modify, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the Digital Solutions or the DSS Content; (ii) insert any malicious software into the Digital Solutions or their infrastructure, or attempt to disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Digital Solutions' code or their infrastructure (iii) access or use any part of the Digital Services for the purpose of building a competitive product or service or for copying their features or user interface; (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make any part of the Digital Services or the DSS Content available to any third party other than its Authorized Users.

2.5. Client Infrastructure. Client is solely responsible, at its own expense, for acquiring, installing, and maintaining all equipment, hardware, software, and other equipment as may be necessary for it and its Authorized Users to connect to, access, and use of the Digital Services.

2.6. Continued Use. The continued use of the Digital Services is subject to Client's compliance with its obligations and timely payment of all the Fees related to the Digital Services. DSS may temporarily stop providing the Digital Services if Client is in default.

2.7. Limited Warranty. DSS shall use reasonable endeavors to maintain the availability of the Digital Services, but does not guarantee their full availability. Furthermore, the Digital Services (including for the avoidance of doubt the Digital Solutions and the DSS Content) are provided AS IS and AS AVAILABLE. To the maximum extent permitted by applicable law, DSS disclaims all warranties with respect to the Digital Services, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement of third-party rights.

2.8. Data Storage. Client Material is hosted on selected cloud platforms and shall be subject to the cloud server operator’s terms and conditions, including but not limited to data protection and security provisions.

3.1. Client Materials. Subject only to Section 3.3, as between the Parties, Client owns all materials it provides to DSS as part of the Digital Services (“Client Materials”). Client grants to DSS a non-exclusive worldwide, royalty-free, irrevocable, license to use the Client Materials for the sole and exclusive purpose of providing or improving the Digital Services. Client warrants that it is duly authorized to share and that there is no intellectual property or regulatory infringement in connection with the Client Materials and intellectual property shared by Client with DSS. DSS may remove any Client Materials which it considers infringes this warranty.

Upon termination or expiry of the Agreement, if Client so requests in writing, DSS will, provide Client with a final extract of the Client Materials and permanently delete or anonymize any copies of such Client Materials still under its control. In any case, DSS shall be allowed to permanently delete or anonymize Client Materials 30 days after termination or non-renewal of the Agreement.

3.2. DSS Intellectual Property. The Digital Services, including for the avoidance the Digital Solutions and the DSS Content (except only for Client Materials) and any improvement thereof, are and shall remain DSS Intellectual Property and DSS Confidential Information. Nothing in these Digital Services Terms shall operate any assignment or transfer of any DSS Intellectual Property to Client.

3.3. Usage Data. DSS shall own all rights and titles in, and may freely use for any purpose (including without limitation for data mining, benchmarking and analytics purposes, or for developing and marketing new services), any data or information (i) collected, processed, developed, produced or obtained from cookies or other tracking and analytics technology present on the Digital Solutions (including any tracking data related to user traffic), (ii) relating to Client's and Authorized Users' or other Users' access to and use of the Digital Solutions, and (iii) provided that reasonable efforts are made to suppress any reference to Client and any identifiable individuals, aggregated data inputs of Authorized Users (“Usage Data”).

3.4. Third-Party Content. The Digital Services may contain content and/or software components owned by third parties (“Third-Party Content”). Such Third-Party Content shall be licensed, and Client shall use such Third-Party Content under, and strictly in accordance with, the applicable third-party terms and conditions. Nothing in these Digital Services Terms restricts, limits or otherwise affects any rights or obligations that Client may have, or conditions to which Client may be subject, under any applicable open source licenses.

4.1. In General. If the provision of the Digital Services implies the processing by DSS of (i) any personal data forwarded by Client or Client's Authorized Users (“Client Personal Data”), in particular as part of Client Materials, or (ii) personal data relating to Usage Data (“Usage Personal Data”), DSS and Client shall fully comply with their respective obligations under applicable data protection laws and regulations.

4.2. Privacy Policy. DSS has issued a privacy policy, accessible at https://www.consultdss.com/privacy/ (the "Privacy Policy"), which describes how personal data is collected and for what purposes. The privacy policy, as amended from time to time, forms an integral part of the Service Agreement and these Digital Services Terms.

4.3. Client Personal Data. Client acknowledges that DSS does not require any Client Personal Data to provide the Digital Services. When sharing Client Materials with DSS, Client shall anonymize Client Materials, namely erase any information that allows DSS to identify Client and/or any individual or company such that it is no longer considered personal data under applicable laws. Accordingly, DSS shall receive only anonymous data, (in which case Client shall inform DSS in advance and provide such data only if specifically agreed by DSS in writing and if in alignment with the further actions required from Client.). In the event of any personal data received by DSS, DSS shall process Client Personal Data, as (i) data processor of Client, acting as data controller, and the Parties shall comply with the terms of the Data Processing Agreement (DPA) accessible at https://www.consultdss.com/about/data-processing-agreement/, or (ii) as a controller for DSS’s legitimate business operations incidental to the provision of the Digital Services, as further described in the Privacy Policy.

4.4. Usage Data. DSS shall process Usage Personal Data as sole data controller thereof. DSS shall, if and to the extent possible, suppress any reference to identified individuals from Usage Data. Usage Data may be transferred to and processed on servers located outside of its jurisdiction. Requests, investigations, or actions relating to Usage Personal Data shall be addressed by DSS only.

4.5. In respect of DataPro™, Client must identify the Client Super Administrator responsible for administering DataPro™ for Client. Client’s Super Administrator shall be identified in the Service Agreement and may only be changed on written notice to DSS.

DSS will use commercially reasonable efforts to provide adequate and competent technical support and assistance, as specified by DSS from time to time, to enable Client to make use of the Digital Services; provided that DSS is permitted reasonable down time for routine and scheduled maintenance. DSS shall not be responsible for any failure due to an event of force majeure.