The m-Path dashboard software is developed by the Quantitative Psychology and Individual Differences research group of the Faculty of Psychology and Educational Sciences of KU Leuven as an online interface for creating surveys and accessing survey results as described in Annex I, which works in conjunction with a mobile application for responding to surveys. The m-Path dashboard software facilitates communication between a survey controller and survey participants.
KU LEUVEN R&D, representing KU Leuven for the purposes of this Agreement, is entitled to grant access rights on said software to third parties. In view of your interest in acquiring a non-exclusive license to use the Software (as defined below) as a survey controller, by agreeing to this license agreement you agree to be bound by the following terms and conditions:
1. Definitions
1.1 “Software” shall mean the KU LEUVEN R&D interface for creating and managing surveys and accessing survey results named m-Path dashboard as existing on the Effective Date as described in Annex 1, which will be made available by KU LEUVEN R&D to you as an online web tool.
1.2 “Mobile Application” shall mean the KU LEUVEN R&D mobile application for responding to surveys created using the Software.
1.3 “Participant” shall mean any user of the Mobile Application who is or has been linked to you as their survey controller.
1.4 “Transferred Information” shall mean information, including but not limited to Personal Data within the meaning of EU General Data Protection Regulation 2016/679 (“GDPR”), including survey responses or other input given by Participant(s) which is made available to you through the Software via a KU Leuven server.
1.5 “Services” shall mean: i) provision of the Software as an online webtool; ii) the storage by KU LEUVEN R&D of Transferred Information on a KU Leuven server and iii) provision to you of access to the Transferred Information.
1.6 “Agreement” shall mean this agreement together with all its annexes.
1.7 “Confidential Information” shall mean the information disclosed by KU LEUVEN R&D to you for the purposes of this Agreement, which is (i) disclosed in tangible form and marked “Confidential” or “Proprietary” or similarly marked by KU LEUVEN R&D before disclosure to you; or (ii) disclosed in intangible form such as electronically, orally or by visual inspection, identified as confidential at the time of disclosure and summarized in writing by KU LEUVEN R&D within thirty (30) days of disclosure; or (iii) obviously confidential in nature.
2. License
2.1. KU LEUVEN R&D hereby grants to you a free, non-exclusive, non-transferable license to use the Software in the European Union. You are not allowed to use the Software outside of the European Economic Area.
2.2. This license does not comprise the right to incorporate the Software or parts of it into (software) products, which are sold or otherwise transferred to third parties, except as provided for in Article 3 of this Agreement. The grant of this license does not include the right to use the Software to provide services to commercial or non-commercial entities or to use the software for non-academic research purposes.
2.3. You are not allowed to reverse engineer, decompile or disassemble the Software. You acknowledge that the Software contains confidential and proprietary information of KU LEUVEN R&D and agree not to deliver the Software to third parties without prior written agreement of KU LEUVEN R&D.
2.4. KU LEUVEN R&D retains the right to the Software. Nothing in this Agreement shall preclude the KU LEUVEN R&D from entering into agreements with third parties concerning the Software.
3. Ownership
3.1. The Software is copyrighted by KU LEUVEN R&D.
3.2. KU LEUVEN R&D shall retain undivided ownership in and to the Software, its know-how and intellectual property rights acquired or owned by KU LEUVEN R&D (i) prior to the entry into force of this Agreement or (ii) outside the scope of this Agreement. Except as otherwise stated, this Agreement shall not grant or be construed as granting any rights by license or otherwise to you in the Software, such know how or intellectual property rights except as explicitly stated in this Agreement.
4. Delivery and support
4.1 After you have agreed to the terms of this Agreement, KU LEUVEN R&D shall provide to you the necessary files and information to use the Software.
4.2 This Agreement does not contain support by KU LEUVEN R&D on the Software.
4.3 KU LEUVEN R&D provides Services for free and gives no guarantee of continuity of availability of such Services. Without prejudice to Article 5 of this Agreement, KU LEUVEN R&D reserves the right to discontinue Services at any time without advance notification to you.
5. Processing of personal data by the software
5.1 Interpretation
The terms, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” shall have the same meaning as in the EU General Data Protection Regulation 2016/679 (“GDPR”).
5.2 Processing of Personal Data
5.2.1 You and KU LEUVEN R&D shall act as Joint Controllers for the processing of any Personal Data included in Transferred Information. KU Leuven R&D shall act as Controller for the processing of any Personal Data KU Leuven R&D collects from you in the course of the provision of the Software. You can find more information on how KU Leuven R&D processes your Personal Data in the Privacy Statement here.
5.2.2 Pursuant to article 26 GDPR, where the Parties act as joint Controllers for the processing of any Personal Data included in Transferred Information, the following shall apply:
- Each Party shall comply with the applicable legal obligations, in particular the lawfulness of the data processing operations it carries out, including those as a joint Controller. Each Party shall take all necessary technical and organisational measures to protect the Personal Data and ensure that the rights of the Data Subjects can be guaranteed at all times.
- Each Party shall ensure that solely Personal Data which are strictly necessary for their legitimate purpose shall be collected and processed, in accordance with Article 5 of the GDPR.
- You undertake to provide any information to the Data Subject on the processing of Personal data in Transferred Information as referred to in Article 13 and 14 of the GDPR in a concise, transparent, intelligible and easily accessible form, using clear and plain language and free of charge.
- You shall not use the m-Path dashboard for communication with minors under 18 without the written consent of a parent or legal guardian, if applicable.
- Data Subjects can contact both Parties to assert their rights under Article 15 to 22 GDPR. Where a Data Subject contacts KU Leuven R&D in the exercise of its rights as a Data Subject, KU LEUVEN R&D shall forward this request to you without undue delay and provide you with the information needed for complying with the rights of the Data Subject. You have the obligation to respond to the data subject’s request.
- The Parties shall inform each other in advance of any intended erasure of Personal Data. The other Party may object to the erasure for legitimate reasons, i.e. where statutory retention periods apply.
- You undertake to make the essence of this joint controllership arrangement available to the Data Subjects.
- Each Party is obliged to notify the supervisory authority and the Data Subjects affected by a personal data breach. The Parties shall inform each other of any personal data breach notified to the supervisory authority without undue delay and shall forward to each other the information required for the implementation of the notification.
- Each Party shall retain documentation as required by Article 5(2) GDPR, which serves as proof of compliance with the applicable data protection regulations, even after the termination of this Agreement.
- Within their respective area of activity, the Parties shall ensure that all employees involved in the processing of Personal Data shall keep the data confidential during and after the term of the Agreement and that they have committed themselves to confidentiality and are familiarised with the GDPR.
- The Parties shall independently ensure that they comply with all statutory data retention obligations. They must take appropriate technical and organisational measures. This shall apply in particular in the event of termination of cooperation.
- Without prejudice to the provisions of this Agreement, the Parties shall be jointly and severally liable to Data Subjects for damage caused by any processing of Personal Data in Transferred Information that does not comply with the GDPR. You agree to indemnify and hold harmless KU LEUVEN R&D against damages arising out of claims from Data Subjects against KU LEUVEN R&D relating to your use of the Software or your processing of Personal Data under this Agreement, except to the extent such claims are caused by KU LEUVEN R&D’s negligent acts or omissions.
5.2.3 KU LEUVEN R&D shall be entitled to engage Processors within the EEA for the processing of Personal Data under this Agreement. KU LEUVEN R&D shall ensure that Processors are bound by written agreements that impose the same obligations when processing Personal Data as those obligations laid down in this Agreement. KU LEUVEN R&D shall notify you if KU LEUVEN R&D intends to engage a Processor. KU LEUVEN R&D shall state the Sub-Processor’s name and details of the location of the Processing and information about the Processing to be undertaken by the Processor. If within 30 days of receipt of KU LEUVEN R&D ’s notice, you notify KU LEUVEN R&D in writing of any objections (on reasonable grounds) to the proposed engagement, KU LEUVEN R&D shall not appoint (nor disclose any Personal Data to) the proposed Processor until reasonable steps have been taken to address the objections raised by you and you have been provided with a reasonable written explanation of the steps taken.
6. Survey questions and feedback
6.1 You agree that any survey questions that you submit through the Software can be used by KU LEUVEN R&D including, but not limited to, providing such questions to other users of the Software for use in their own surveys. You warrant that any survey questions you submit do not infringe on any third party rights and that, where necessary, you have obtained approval from third parties in order to grant the right to KU LEUVEN R&D to use the survey questions.6.2 You are encouraged to provide KU LEUVEN R&D with feedback on the Software as used in compliance with this Agreement. KU LEUVEN R&D is permitted to use any information provided by you for any purpose including but not limited to making changes to the Software or for further research purposes. All feedback shall be sent to: m-Path@kuleuven.be
7. Confidentiality
7.1 You shall not distribute, disclose or disseminate in any or form any Confidential Information, except to your own employees who have a reasonable need to know the Confidential Information for the purposes of this Agreement and who shall be bound by confidentiality obligations at least as stringent as the one provided for in this Agreement. You agree for a period of five (5) years following receipt of the Confidential Information, to keep confidential all Confidential Information.
7.2 The above obligations of confidentiality shall not apply to any information, which the you can prove: (a) is or becomes part of the public domain, through no breach of this Agreement by you; (b) was in your possession prior to receipt from KU LEUVEN R&D; (c) is received by you from a third party free to disclose such information; (d) is subsequently independently developed by you, without use of Confidential Information; or (e) is approved for release by prior written authorization of KU LEUVEN R&D. The above obligations of confidentiality shall furthermore not apply to information to the extent such information is required to be disclosed by operation of law or by court or administrative order. You will furnish prompt and prior written notice of such requirement to KU LEUVEN R&D and will cooperate with KU LEUVEN R&D in contesting a disclosure.
7.3 You agree to treat the Software as Confidential Information for an unlimited duration and shall protect the same by using the same degree of care, but not less than a reasonable degree of care, as You use to protect Your own Confidential Information of like nature, to prevent the unauthorized use, dissemination, or publication thereof.
8. Warranty and liability
8.1 You acknowledge that the Software is currently understood to be experimental in nature and is made available for free to you. You acknowledge that the Software is survey management software only which facilitates communication between you as the survey controller and Participant(s) and does not provide medical advice. You acknowledge that the Software may not be used as a substitute for medical advice, diagnosis, prevention, monitoring or treatment of any health condition or problem. You acknowledge and agree that you are solely responsible for the content of the survey questions used by you and for any interpretation, clinical or otherwise, of answers to the survey questions. You acknowledge and agree that this license does not constitute ethical approval of any kind for academic or clinical use and that you are solely responsible for obtaining prior ethical approval for your use of the Software within the terms of this Agreement.
8.2 The Software is provided “as is” and KU LEUVEN R&D makes no representations and extends no warranties of any kind, either expressed or implied with respect to the Software. There are no express or implied warranties of merchantability or fitness for a particular purpose or warranties that the use of the Software will not infringe any patent, copyright, trademark, or other proprietary rights. You shall indemnify and hold harmless the KU LEUVEN R&D from all losses, damages, expenses, costs and other liabilities in connection with your use of the Software and the Personal Data.
8.3 KU LEUVEN R&D shall not be liable for any failure in performance hereunder arising out of causes beyond its control or for any damages caused to you or third parties arising out of your or KU LEUVEN R&D’s use of Software or the Personal Data, unless caused by the wilful misconduct of KU LEUVEN R&D. The liability of KU LEUVEN R&D shall in any event be limited to 15.000 Euro.
8.4 Notwithstanding the foregoing, the liability of KU LEUVEN R&D shall not be limited to the extent such limitation is not permitted by law or to the extent that damages are caused by wilful misconduct of KU LEUVEN R&D.
9. Term
9.1 This Agreement is effective from the date on which you create an account on the website (“Effective Date”) and shall remain in force unless terminated in accordance with Article 9.2.
9.2 KU LEUVEN R&D can terminate the agreement with a thirty (30) days prior written notice.
9.3 Either Party may terminate this Agreement forthwith by giving a written notice of termination to the other Parties:
- if any of the other Parties becomes insolvent or a petition in bankruptcy or for corporate reorganization or for any similar relief is filed against that other Party; or
- if any of the other Parties transfers all or substantially all of its business or assets to a third Party including, without limitation, by a merger or consolidation; or
- if any of the other Parties breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of such breach from any of the non-breaching Parties.
9.4 No Party shall on termination of this Agreement be relieved of its obligations accrued hereunder prior to the date of such termination nor shall any such termination affect any rights of a Party accrued prior to the date of termination. The obligation of the parties contained in paragraph 6, 7 and 8 hereof, will survive the end of the Agreement.
9.5 Upon termination of this Agreement you shall promptly cease using the Software. Furthermore, you shall either return to KU LEUVEN R&D all copies of the Software or certify in writing to KU LEUVEN R&D that all copies have been destroyed, such at discretion of KU LEUVEN R&D.
10. Miscellaneous
10.1 Any notice authorized or required to be given to KU LEUVEN R&D under this Agreement shall be in writing and shall be deemed to be duly given if left at or sent by registered post or facsimile transmission addressed to:
Address:
KU LEUVEN R&D
Waaistraat 6
B-3000 Leuven
Belgium
Fax: +3216326515
Attention: General Manager
Heading:
Notice regarding m-Path dashboard software license agreement
10.2 Except as permitted under this Agreement, neither Party shall assign, transfer or sublicense this Agreement wholly or partially to any third party without the prior written consent of the other Parties.
10.3 Any modifications or supplements to this Agreement shall be in writing and duly signed by the Parties hereto to become legally binding.
10.4 The terms and conditions herein contained constitute the entire agreement between the Parties and supersede all previous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof.
10.5 Force Majeure: Any delays in or failures of performance by a Party under this Agreement shall not be considered a breach of this Agreement if and to the extent caused by occurrences beyond the reasonable control of the Party affected, including but not limited to: acts, regulations, or laws of any government; strikes or other concerted acts of workers; fires; floods; explosions; riots; wars; rebellions; terrorism and sabotage; and any time for performance hereunder shall be extended by the actual time of delay caused by such occurrence of force majeure.
11 Disputes
11.1 In the event of disputes in the interpretation and/or performance of this Agreement, the Parties shall first undertake to settle their differences amicably.
11.2 If no amicable settlement can be reached, any dispute out or in connection with the present Agreement shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said Rules.
11.3 The Arbitration shall be conducted in the English language and the place of Arbitration shall be Brussels, Belgium.
11.4 This Agreement is governed by the laws of Belgium.
Annex 1 Description of the Software
The m-Path dashboard software consists of an online webtool. The online webtool, the object code of which is not provided, allows users to create surveys (user-defined text questions, pictures, sound files, or movie clips uploaded by the user), configure when those surveys should pop up on a smartphone, and assign those surveys and settings to Participant(s) associated with the user of the Software. The online webtool displays and offers for download information input by the Participant into the mobile application.
The Participant answers the questions on a smartphone through the Mobile Application (not part of the Software). The Mobile Application stores the answers on the smartphone and sends them to a KU Leuven server, where the user can view and download the answers.arrow_back_iosTermsI agree