DEFINITIONS The following capitalized terms shall have the following meaning for purposes of this Data Access Agreement:
“Application” means the Application for Access to a Licensed Dataset (the “Application”) which has been completed and submitted to UNHCR by the Lead Researcher and which has been reviewed and approved by UNHCR.
“Lead Researcher” means the individual named as such in the Application.
Licensed Material” means the UNHCR dataset or UNHCR datasets available on the Microdata Library together with related metadata and other data or information provided in relation with such dataset or datasets, and for which the Application has been submitted and approved by UNHCR.
“Microdata Library” means the external-facing secure data repository that houses micro datasets that have been vetted and processed to be disseminated publicly.
“Receiving Organization” means the organization or organizations identified in the Application,
“Research Team Members” means the data users identified in the Application, as updated from time to time by agreement with UNHCR.
THE APPLICATION Reference is made to the Application. The Lead Researcher certifies the accuracy and completeness of all statements and information contained in the Application during the entire period of validity of this Data Access Agreement. The Application is incorporated by reference into this Data Access Agreement.
LICENSE GRANT Subject to the terms of this Data Access Agreement, UNHCR grants the Lead Research (and through the Lead Researcher, the Receiving Organization) a non-exclusive, non-transferable, royalty-free to use, reproduce and adapt the Licensed Material for research purposes only, provided that the usage restrictions set out in section 5 are complied with.
Research Purposes: The research purposes referred to in section 4 shall be limited to those stated in the Application, unless other research purposes are authorized in writing by UNHCR.
Restricted Access: Access to the Licensed Material will be limited to the Lead Researcher and Research Team Members. The Lead Researcher certifies that it has the authority to bind, and shall so contractually bind, to the terms and conditions of this Data Sharing Agreement, each Research Team Member and that a breach by any such Research Team Member of such terms and conditions shall be deemed a breach by the Lead Researcher of this Data Access Agreement.
No Misleading or Harmful Use: Neither the Licensed Material nor any publication, products or services embodying, derived from, incorporating or otherwise relating to the License Material will be used to mislead or distort facts [or for purposes contrary to UNHCR’s mandate.]
No Commercial Use: Neither the Licensed Material nor any publication, products or services embodying, derived from, incorporating or otherwise relating to the License Material will in any manner be used for commercial purposes, including sale, hire, distribution or any other form of trading thereof.
No Onward Disclosure: Except as permitted under section 6 (Publication), the Licensed Material may not be transferred, shared or otherwise disclosed to third parties, except with the prior written agreement of UNHCR.
Aggregated Information: The Licensed Material will be used solely for the processing and analysis of aggregated information, and not for investigation or identification of specific individuals, families, businesses, enterprises or organizations, including without limitation by means of links between the Licensed Material and other datasets.
No Use for Administrative Purposes: The Licensed Material will not be used for any administrative, proprietary or law enforcement purposes.
RESERVATION OF RIGHTS All intellectual property rights throughout the world, whether existing now or in the future and whether registered or unregistered, subsisting in the Licensed Datasets (including copyright and related rights, database rights and sui generis database rights) shall remain the property of UNHCR or, in the case of data provided to UNHCR and included in the Datasets, to the third parties that contributed such data. Neither the Lead Researcher, nor any Research Team Member nor the Receiving Organization shall have any rights in or to the Licensed Datasets other than in accordance with this Data Access Agreement.
PUBLICATION Research results based on the License Material may be published in (a) scholarly publications (such as scholarly books, papers, journals or research reports) or (b) information products produced for humanitarian or development purposes. Any publication that arises from or in connection with the Research Project, including any publication that uses UNHCR Data, shall:
require the prior review of UNHCR;
cite the Microdata Library as the source data in accordance with the citation requirement provided with the dataset.
include in the text of the publication a disclaimer stating that UNHCR does not warrant in any way the accuracy of the data or information reproduced from Microdata Library and may not be held liable for any loss caused by reliance on the accuracy or reliability thereof.
UNHCR shall be provided with copies, in paper and electronic formats, of any such publication.
NO IDENTIFICATION OF INDIVIDUALS The Lead Researcher shall not make, support or otherwise in any way facilitate any attempt or actions to identify any individual whose personal data may have been for the creation of the Licensed Material. UNHCR shall be immediately notified in the event of any such attempt or action to identify an individual and will comply with instructions from UNHCR aimed to eliminate or reduce the possibility of identification, including the cessation of use and destruction of the Licensed Materials. The provisions of this section 7 shall also apply with respect to identification of specific families, businesses, enterprises or organizations.
SECURITY The Lead Researcher will implement security measures to prevent unauthorized access to the licensed microdata. Upon completion of the research, data extracts may be retained only if they can be safely secured. If security cannot be guaranteed, the microdata must be destroyed.
The original collector of the data, UNHCR and other partners specified in the metadata bear no responsibility for use of the data or for interpretations or inferences based upon such uses. Any use of the data to mislead or distort facts will be considered a violation of this Data Access Agreement.
Any and all information or data contained in the Licensed Material and the Microdata Library is provided “AS IS” without any warranties of any kind, either express or implied, including without limitation, without any warranties or title or any implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Other parties may have ownership or other legal interest in some of the data and information contained in the Licensed Material. UNHCR does not represent or warrant that it owns or controls all such rights or interest and will not be responsible or liable for any claims brought by third parties in connection with the use of the Licensed Material.
INDEMNIFICATION The Lead Researcher and the Receiving Organization agree to indemnify UNHCR from and against any and all actions, claims, losses, damages, liabilities and expenses (including reasonable attorney’s fees) arising out of the use of the License Material under this Data Access Agreement.
EXCLUSION OF LIABILITY UNHCR excludes responsibility or liability for any loss or damage of any sort incurred in connection with the Licensed Material.
VIOLATIONS UNHCR shall have the right to monitor use of datasets obtained from the Microdata Library, and to determine whether a breach of this Data Access Agreement has taken place. Breach this Data Access Agreement will lead to a revocation of the license, restrictions or denial of further access to the Microdata Library, and may involve recourse to legal proceedings.
PRIVILEGES AND IMMUNITES Nothing in or relating to this Data Access Agreement, including the Application and the use of the Microdata Library, constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities of the United Nations, including its subsidiary organs, or of UNHCR (as a subsidiary organ of the United Nations).
SETTLEMENT OF DISPUTES
Amicable settlement: The Parties shall use their best efforts to amicably settle any dispute, controversy, or claim arising out of this Data Access Agreement or the breach, termination, or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the Conciliation Rules then obtaining of the United Nations Commission on International Trade Law (“UNCITRAL”), or according to such other procedure as may be agreed between the Parties in writing.
Arbitration: Any dispute, controversy, or claim between the Parties arising out of this Data Access Agreement or the breach, termination, or invalidity thereof, unless settled amicably under the preceding paragraph, within sixty (60) days after receipt by one Party of the other Party’s written request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based on general principles of international commercial law. The arbitral tribunal shall be empowered to order the return or destruction of goods or any property, whether tangible or intangible, or of any confidential information provided under this Usage Agreement, order the termination of this Data Access Agreement, or order that any other protective measures be taken with respect to the goods, services or any other property, whether tangible or intangible, or of any confidential information provided under this Data Access Agreement, as appropriate, all in accordance with the authority of the arbitral tribunal pursuant to Article 26 (“Interim measures”) and Article 34 (“Form and effect of the award”) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Data Access Agreement, the arbitral tribunal shall have no authority to award interest in excess of the London Inter-Bank Offered Rate (“LIBOR”) then prevailing, and any such interest shall be simple interest only. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such dispute, controversy, or claim.
The rights and obligations concerning the use of the License Material shall not be assigned or transferred, without the express prior written consent of UNHCR.
None of the Parties to this Data Sharing Agreement shall be liable for failure to perform any duty or obligation that said Party may under this Data Sharing Agreement where such failure has been occasioned by any act of God, fire, strike, accident, war, or any cause outside the reasonable control of the Party who had the duty to perform. The Parties shall agree a time limit (not to exceed 60 days) in the event that the adverse conditions persists and if no remedy can be reasonably found, this Data Sharing Agreement may be terminated in writing.
UNHCR reserves its exclusive right in its sole discretion to alter, limit or discontinue the Microdata Library and access or use of the Microdata Library website. This may include termination or limitation of access to the Microdata Library datasets.
The parties to this Data Sharing Agreement do not intend that any term of this Data Sharing Agreement should be enforceable by any person who is not a Party hereto.