These End User License Terms of DCP Services (‘Terms / Agreement’) govern the use of DCP Services. DCP Services is a digital platform developed to provide information that may help Licensee with managing a variety of risks and general mitigation actions related to such risks. This platform is owned, operated, and controlled by AXA DCP.

 

These Terms are independent of any other terms the Licensee may have with AXA DCP or any of its Affiliates and shall prevail for the purpose of the use of the

DCP Services.

 

1. License

 

1.1 License Grant - Subject to the terms and conditions of the Agreement and License Restrictions stated below, AXA DCP grants to Licensee a personal, worldwide, royalty-free, revocable, limited license to use the DCP Services and the DCP Services Data for internal business operations purpose only.

 

1.2 License Restrictions – Except as expressly set out in this Agreement and to the extent permitted by applicable law, the Licensee undertakes:

i. Not to copy, lease, resell, distribute, sublicense, assign, transfer, translate, reproduce, merge, adapt, vary or modify DCP Services and DCP Services Data;

ii. Not to modify, adapt, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the DCP Services and DCP Services Data;

iii. Not to provide or otherwise make available the access to DCP Services and DCP Services Data in whole or in part, in any form to any person other than the Licensee’s employees and/or agents without AXA DCP prior written consent;

iv. And not make commercial use of the DCP Services and DCP Services Data for reselling or for the provision of consulting services, or any ESG reporting (such as sustainability).

 

2. Use of the DCP Services and DCP Services Data

The Licensee acknowledges and accepts that:

i. DCP Services include third party data sources. DCP Services Data are developed using information compiled and provided by third parties which doesn’t guarantee any accuracy, safety, currency, completeness, reliability or otherwise;

ii. The content of DCP Services and/or DCP Services Data is provided for general information purpose only;

iii. DCP Services, DCP Services Data and the information contained therein are not intended to constitute any legal, accounting, tax, investment, consulting or other professional advice or service. More generally, all information including without limitation data, reports, documents, insights, articles and risk scores contained in the DCP Services and DCP Services Data are provided at the date of use but may be reviewed and updated from time to time by AXA DCP.

 

3. Registration and Credentials

 

To use certain features of the DCP Services, Licensee may be asked to register a user account. Licensee agrees: (i) to provide true, accurate, current and complete information as prompted by any registration form; and (ii) to maintain and promptly update such information to keep it true, accurate, current and complete.  If Licensee needs to upload data when using DCP Services, Licensee agrees to (i) provide true, accurate, current and complete data; (ii)to maintain and promptly update such data to keep it true, accurate, current and complete. If AXA DCP has reasonable grounds to suspect that Licensee information/data is untrue, inaccurate, not current or incomplete, AXA DCP may suspend or terminate Licensee's access to and use of the DCP Services subject to a reasonable notice period. Licensee is solely and fully responsible for maintaining the confidentiality of its username, password and, if applicable, API key (“Credentials”) and is solely and fully responsible for all activities that occur under its Credentials. Licensee agrees to: (i) immediately notify AXA DCP of any unauthorized use of Licensee's Credentials or any other breach of security by using the contact form available through the DCP Services; and (ii) ensure that Licensee logs off from its account at the end of each web applications session. AXA DCP cannot and will not be liable for any loss or damage arising from Licensee’s failure to comply with this section.

 

4. Third-Party Content - Hyperlinks

 

Certain materials or services made available for download or access on DCP Services are developed and/or provided by third parties or by Affiliates of AXA DCP (“Third-Party Content”). AXA DCP makes such Third-Party Content available for download or access on AXA DCP as a convenience to Licensee, but AXA DCP neither controls nor endorses, nor is AXA DCP responsible for, any Third-Party Content, including accuracy, safety, currency, completeness, reliability or otherwise of such Third-Party Content. Nothing in this Agreement will be deemed to be a representation or warranty by AXA DCP with respect to any Third-Party Content. AXA DCP has no obligation to monitor Third-Party Content, and AXA DCP may block or disable access to any Third-Party Content at any time. In addition, the availability of any Third-Party Content through the DCP Services does not imply AXA DCP’s endorsement of, or affiliation with, any provider of such Third-Party Content, nor does such availability create any legal relationship between Licensee and any such provider. Licensee’s use of Third-Party Content is at Licensee’s own risk and may be subject to any additional terms, conditions and policies applicable to such Third-Party Content (such as license terms, terms of service, or privacy policies of the providers of such Third-Party Content). Hyperlinks to Third-Party Content may direct the Licensee away from DCP website. AXA DCP cannot guarantee that these hyperlinks will be functional or accurate at the time of the Licensee’s access. Third-party websites accessed through these hyperlinks are developed and maintained by person(s) over whom AXA DCP has no control. AXA DCP is not able and do not monitor these linked websites.

 

5. Feedback

 

If Licensee provides any ideas, suggestions, requests, recommendations, feedback or other information relating to features, functionality or operation of the DCP Services (“Feedback”), Licensee hereby assigns to AXA DCP, all intellectual property rights in such Feedback, including (i) the right to reproduce, without any limitation on the number and on any medium known or unknown, including without limitation, electronic, digital and online, (ii) the right to communicate to the public via any medium known or unknown including without limitation , electronic, digital and online (iii) the right to adapt and translate, in any language and in any environment the Feedback, for the maximum duration of protection of the underlying intellectual property rights under applicable laws, in order to exploit and/or incorporate this Feedback into the DCP Services. Such assignment includes the right for AXA DCP to commercially exploit the Feedback. These rights are assigned to AXA DCP on an exclusive, worldwide and free basis. However, in connection with its use of such Feedback, AXA DCP will not disclose any information that identifies Licensee to any third party.

 

6. Confidentiality

 

6.1 Confidential Information. Subject to Section 6.2 (Non-disclosure and Non-use), each Party shall treat as “Confidential Information” : (i) the terms and conditions of this Agreement (excluding the existence of this Agreement), and (ii) all information relating to or obtained from the other Party which it may receive or have access to during or prior to the performance of this Agreement (a) that is marked as confidential or (b) that it should reasonably know, by its nature or the manner of its disclosure, to be confidential. Confidential Information of AXA DCP shall specifically include all trade secrets and other non-public information, materials, data, know-how, research, systems, plans and procedures of or relating to AXA DCP, including business plans and strategies, pricing and other financial information, marketing plans, lists of existing and prospective suppliers, contractual arrangements, employee information, and proprietary technologies and processes, software programs, systems, source code, specifications, inventions, designs, developments, and databases. Notwithstanding the foregoing, Confidential Information will not include information (i) that the receiving Party can demonstrate is independently developed by it without use of any confidential or proprietary information, materials or data of the other Party; (ii) that the receiving Party can demonstrate was lawfully received free of restriction from another source with the right to furnish such information, without restriction or subject to restrictions in respect of which it has conformed; (iii) that is or becomes generally available to the public other than as a result of the unauthorized direct or indirect acts of the receiving Party (or any personnel or authorized representative of the Receiving Party ); or (iv) which the receiving Party can demonstrate was, at the time of disclosure, rightfully known to it free of restriction.

 

6.2 Non-Disclosure and Non-Use. Neither Party shall, or shall permit any other persons to, (i) use Confidential Information for any purpose other than the performance of such Party’s obligations or exercise of its rights under this Agreement, or (ii) divulge or permit access to such Confidential Information, without the other Party’s written consent, to anyone other than those representatives of such Party (a) who are subject to nondisclosure obligations at least as protective of such Confidential Information as the provisions set forth herein, and (b) to whom such disclosure is reasonably necessary to facilitate such Party’s performance of this Agreement. Notwithstanding the foregoing, in the event disclosure of Confidential Information is mandated, protected or requested by applicable law, rule or regulation, or by an order of a court or governmental or law enforcement agency or other authority, each of competent jurisdiction, then, (1) if not so prohibited or protected by a regulatory, law enforcement or other governmental authority or an order of a court of competent jurisdiction, the Party required to disclose such Confidential Information shall promptly notify the other Party of such requirement, (2) if so requested by such other Party, shall use good faith efforts, in consultation with the other Party, to secure confidential treatment of the Confidential Information to be so disclosed, and (3) the Party required to disclose such Confidential Information shall furnish only that portion of the Confidential Information it is legally required to disclose.

 

6.3 The Licensee expressly acknowledges that the obligations of confidentiality in the Agreement do not preclude AXA DCP from sharing information concerning and including the Agreement (including but not limited to any statements of work, work orders or similar documents agreed between the Parties) with its Affiliates, its service providers and professional advisors.

 

6.4 The Licensee hereby consents to AXA DCP the right to disclose the existence of this Agreement, and/or otherwise use the Licensee’s names or logos in relation to this Agreement, in any of its advertising or publicity material.

 

6.5 The foregoing commitments confidentiality of each Party shall survive any termination of the Agreement, and shall continue for a period terminating after five (5) years following the date of termination of this Agreement with the Licensee.

 

7. Intellectual Property Rights

 

All intellectual property rights (including, without limitation, copyrights, database rights, patents, trademarks, designs and know-how) on DCP Services and in the content published thereon including DCP Services Data, unless otherwise indicated, are owned either by AXA DCP or its Affiliates or made available to any of them under licence by third party licensor(s). Unless indicated otherwise:

 

(i) DCP Services, DCP Services Data and all content published thereon is protected by copyright laws and treaties around the world. All such rights are reserved;

(ii) all trademarks and logos displayed on this website are owned by AXA DCP, Affiliates and/or the relevant licensors and may be registered in jurisdictions across the world;

(iii) any use or reproduction of these trademarks and logos is prohibited.

 

Except as licensed under section 1 (License Grant and Restrictions) above, AXA DCP does not grant to the Licensee or its personnel any rights or licenses to any DCP Services or DCP Services Data provided to the Licensee for the purposes of this Agreement. Each Party remains the owner of the intellectual property rights to data they created, owned, or produced prior to entering into this Agreement.

 

The DCP Services may require Licensee’s Data to produce the DCP Services Data. To this extent Licensee hereby grants AXA DCP a non-exclusive, worldwide, transferable, royalty-free, sublicensable right to use Licensee’s Data for the purposes of producing the DCP Services Data and otherwise making possible the use of DCP Services, as well as for improving the DCP Services and for developing new products, performing data analytics, as well as for security, operations and research and development purposes.

 

In connection with its use of Licensee’ s Data, AXA DCP will not disclose any information that identifies Licensee to any third party. To the extent that any Licensee’s Data include personal data, AXA DCP will only use such personal data in accordance with its Privacy Policy. Notwithstanding the foregoing, Licensee acknowledge that AXA DCP may aggregate or otherwise anonymize any personal data comprised in Licensee’s Data so that they no longer constitute personal data and that AXA DCP use of anonymized data is not constrained by AXA DCP Privacy Policy.

 

8 Disclaimers

 

EXCEPT AS EXPRESSLY SET FORTH UNDER THIS AGREEMENT AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE DCP SERVICES AND DCP SERVICES DATA, INCLUDING BUT NOT LIMITED TO MATERIALS, INFORMATION AND CONTENT ON DCP SERVICES ARE PROVIDED ON AN “AS IS” BASIS.

 

i. AXA DCP MAKE NO REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, AS TO THE ACCURANCY COMPLETENESS AND/OR RELIABILITY OF THE MATERIALS, INFORMATION OR CONTENT INCLUDED OR MADE AVAILABLE ON DCP SERVICES AND DCP SERVICES DATA OR THAT THEY ARE UP-TO-DATE OR FIT FOR PURPOSE.

ii. AXA DCP does not warrant that DCP Services shall be provided on a timely, uninterrupted or error-free basis, that defects or errors shall be corrected, or that this website, its server or software that makes it available are non-infringing, or free of viruses or other harmful components.

iii. AXA DCP cannot and does not represent, warrant or guarantee the accuracy, currency, completeness or reliability of the DCP Services Data, its indicators, estimates or outputs.

iv. AXA DCP cannot and does not represent or provide any warranty, guarantee or other assurance that DCP Services Data will meet the present of future requirements or uses of Licensee or any third party.

 

9 Limitation of Liability

 

9.1 The Licensee acknowledges that the DCP Services has not been developed to meet the Licensee’s specific individual requirements. Licensee might be subject to specific law or otherwise, and therefore AXA DCP is not responsible to ensure that functions of DCP Services meet the Licensee’s requirements.

 

9.2 AXA DCP only provides the DCP Services and DCP Services Data for internal use by the Licensee for information purposes. Licensee shall remain solely responsible for any decision taken on the basis of the information provided through the DCP Services and/or DCP Services Data, notably in relation to any prevention, management and/or mitigation of risks.

 

9.3 In any case, and without prejudice to any other provisions of these Terms, in no event shall either party be liable for any :

 

(i) indirect damages such as loss of profits, sales, revenue, business or business opportunity, loss of earnings, business interruption, reputational damage, financial losses related to the time spent to remedy the breach, loss alteration or corruption of data, loss of contract or customers, or commercial damage;

(ii) damages which arose or were made worse by Licensee following use of DCP Services Data, including without limitation any loss or damage which is caused or contributed to Licensee’s prevention, management and/or mitigation of risks.

Nothing in this Clause 9 (Limitation of Liability) shall limit AXA DCP’s liability for damages arising out of fraud, gross negligence, or any other liability which cannot be limited by applicable law.

 

10 Termination

 

10.1 Termination and Suspension

 

i. AXA DCP may terminate this Agreement, or suspend access to DCP Services, by written notice to the Licensee if the Licensee commits a material or persistent breach of this License which the Licensee fails to remedy (if remediable) within a reasonable period after the issuance of written notice requiring the Licensee to do so.

 

ii. AXA DCP may suspend Licensee's right to access or use any portion or all of the DCP Services immediately upon notice to Licensee if AXA DCP determines that Licensee's use of DCP Services (a) poses a security risk to DCP Services, (b) may adversely impact DCP Services, (c) may subject AXA DCP, its Affiliates, or any third party to any liability, or (d) may be fraudulent.

 

On termination for any reason:

 

i. all rights and licenses granted to the Licensee under this Agreement shall cease;

ii. the Licensee must immediately cease all activities authorized by this Agreement; and

iii. the Licensee must immediately and permanently delete or remove the DCP Services, DCP Services Data from all computer equipment in the Licensee’s possession, and immediately destroy or return to AXA DCP (at AXA DCP’s option) all copies of the DCP Services links and DCP Services Data then in the Licensee’s possession and, in the case of destruction, certify to AXA DCP that the Licensee has done so.

 

10.2 Survival.

 

The Parties agree that all the rights and obligations, which by their nature survive the termination of this Agreement, shall remain in full force during and after the term of this Agreement.

 

11 Governing Law and Jurisdiction

 

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of France.

Each Party irrevocably agrees that subject as provided below, the courts of Paris shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of AXA DCP to take proceedings against the Licensee in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

 

12 General

 

12.1 Acceptance/ Modification. The Licensee use of DCP Services or DCP Services Data constitutes Licensee’s acceptance of these Terms, as well as the acceptance of any updated Terms, as AXA DCP may update these Terms at any time. If Customer does not agree with the Terms, it must immediately stop accessing and using DCP Services and/or DCP Services Data.

 

12.2 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the DCP Services under this Agreement is found to be illegal, unenforceable, or invalid, Licensee’s right to use the DCP Services will immediately terminate.

 

13 Definitions

 

“Affiliates” means any entity that is directly or indirectly controlling, controlled by or under common Control with a Party, and the directors, officers, employees and agents of all of them, when acting in their corporate capacities. Concerning AXA DCP, Affiliate shall also include any “AXA Company”.

 

“AXA Company” means:

 

(i) AXA, Société Anonyme with a Board of Directors having its principal offices at 25, avenue Matignon, 75008 Paris, registered on the Commercial Registry of Paris under the number 572 093 920; and

(ii) any other company controlled by, or controlling AXA, with a company being considered as controlling another:

a. when it holds directly or indirectly a portion of the capital according to it the majority of the voting rights in general meetings of shareholders of this company;

b. when it holds solely the majority of the voting rights in this company by virtue of an agreement concluded with other partners or shareholders and which is not contrary to the interest of the company;

c. when it determines de facto, by voting rights which it holds, the decisions in the general meetings of shareholders of this company;

d. in any event, when it holds, directly or indirectly, a portion of voting rights greater than 40% and when no other partner or shareholder holds directly or indirectly a portion which is greater than its own; and

(iii) any economic interest group or joint venture in which AXA SA and/or one or more other Companies of the AXA Group participates for at least 50% in operating costs;

(iv) in the cases where the law applicable to a company, limits voting rights or control (such as defined here in above), this company will be deemed to be a company of the AXA Group, if the voting rights in general shareholders’ meetings or the control held by a Company of the AXA Group reaches the maximum amount fixed by said applicable law; and

(v) any legal entity in which an AXA company holds a lower portion of the capital or of voting rights or cost participation than set forth above when such company is authorized to do business under the name “AXA” or under a name which include the “AXA” business name;

(vi) and any other legal entity in which an AXA Company directly or indirectly has an economic interest. For the avoidance of doubt AXA GO is deemed an AXA Company.

(vii) All AXA Companies constitute the “AXA Group”. An entity that otherwise shall be qualified under this definition will be included within the meaning of "AXA Company" even though it shall be qualified after the execution of this Agreement.

 

“Control”, for the purpose of the “Affiliate” definition, means to own, directly or indirectly, over 50% of voting shares of the applicable company.

 

“AXA DCP” means Digital Commercial Platform SAS.

 

“Licensee” means business legal entities or individuals acting in the context of their professional activities and authorized by AXA DCP to use the DCP Services testing pursuant to these Terms.

 

“Licensee’s Data” means the information and data which Licensee upload, input, transmit, store or otherwise make available through the DCP Services such as information about locations, maps, facilities, information about local weather or climatic conditions, assets, fleet, information and data systems, domain names, company names.

 

“DCP Services” means the AXA DCP digital platform accessible online and providing information related to the identification and management of various risks.

 

“DCP Services Data” means data, reports, documents, insights articles, including but not limited to risk scores on Licensee’s Data displayed as a portfolio dashboard for on-screen risk assessment Licensee can generate and download PDF reports of the risk assessment results from DCP Services.