Sustainable Infrastructure Foundation
International Infrastructure Support System
The Sustainable Infrastructure Foundation, a Geneva based non-profit entity, under the supervision of the Swiss Federal government, provides access to the International Infrastructure Support System with the aim of supporting governments, public institutions and agencies (“public sector”) to be more efficient and better prepared in the development of sustainable, climate resilient and inclusive infrastructures.
This Service Agreement constitutes a legal agreement between an entity (hereinafter referred to as the “User” or collectively as the “Users”) and the Sustainable Infrastructure Foundation (hereinafter referred to as “SIF”) (hereinafter collectively referred to as the “Parties”) governing the User’s access to and use of the International Infrastructure Support System (hereinafter referred to as the “IISS Platform”) and related Services.
1. Definitions “Background Intellectual Property”
means any Intellectual Property owned or controlled by a Party to this Agreement at the Effective Date of this Agreement. “Confidential Information”
means any knowledge and information disclosed or made available by a Party to the other Party pursuant to or in the course of this Agreement, pertaining to the first Party’s proprietary products and processes, know-how, inventions, technical data or specifications, systems, improvements, discoveries, materials, data, methods, designs, concepts, compilations of information, records, templates (including sector and subsector templates and their benchmark), trade secrets, business plans, customer lists, supplier lists as well as any other information pertaining to the business of that Party. “Content”
means any information, content and material, including, but not limited to, text, documents, images, photographs, graphics, logos, sounds, video clips, source code, object code and software. “Disclosing Party”
means any Party to this Agreement disclosing Confidential Information to the other Party, regardless of the modality of disclosure. “Effective Date”
means the date of first acceptance of this Agreement by the User or the date of first access to or use of the IISS Platform by the User. “Service Agreement”
means this Agreement, any signed amendment to it, as well as any attached exhibit, annex, appendix, schedule, protocol or other equivalent addendum. “Intellectual Property”
means any registered and unregistered intellectual property rights, such as but not limited to patents, designs, trademarks, copyrights, know-how, trade secrets and Confidential Information. “Receiving Party”
means any Party to this Agreement receiving Confidential Information from the other Party.
2. Scope of Agreement and Acceptance
This Service Agreement governs the access to and use of the International Infrastructure Support System (hereinafter referred to as the “IISS Platform”), a secure Cloud based multi-user project development application software, and all current or future, paid or free, associated Services (hereinafter referred to collectively as the “Services”) by a person, government, corporation, or any other type of entity that has completed the IISS Platform account registration process (hereinafter referred to as the “User” or collectively as the “Users”), as described under “3. User Account and Registration” below.
The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, documents and task management, report generation, file cabinets and/or other message or communication facilities designed to enable the User to communicate with others. The use of any of the Services set forth above, including any updates, enhancements or new features, are subject to the terms of this Agreement.
By accessing to or using any part of the IISS Platform, or by agreeing to this Service Agreement where the option is made available to the User during the registration process, the User agrees to be bound by the terms and conditions of this Service Agreement as well as SIF’s Privacy and Data Protection Policy, which is incorporated herein.
3. User Account and Registration
In order for the User to have access to and use the IISS Platform and the Services, the User must register to create an account and obtain a unique password.
When opening an Account, the User must complete the registration process by providing SIF with current, complete and accurate information as prompted by the applicable registration form. All information is collected in accordance with SIF Privacy and Data Protection Policy, as described under “10. Privacy and Data Protection Policy”.
The right to use the IISS Platform is personal to the User and is not transferable to any other person or entity.
The User is entirely responsible for maintaining the confidentiality of the User’s login credentials (account’s username and password). Furthermore, the User is entirely responsible for any and all activities that occur under the User’s account and for ensuring that all use of the User's account complies fully with the provisions of this Agreement. The User agrees to notify SIF immediately of any unauthorized use of the User’s account or any other breach of security. SIF will not be liable for any loss that the User may incur as a result of someone else using the User’s password or account, either with or without the User’s knowledge.
The IISS Platform and the Services, as well as the Content made available by SIF through the IISS Platform, are protected by copyright, trademark and other laws of Switzerland and foreign countries.
The User acknowledges that the IISS Platform and the Services, as well as the Content made available by SIF through the IISS Platform, including all associated intellectual property rights, are the exclusive property of SIF and its licensors. All rights not expressly granted herein are reserved by SIF.
Except as expressly set forth in this Agreement, SIF neither assigns any intellectual property rights, nor grants any licenses or other rights with respect to the IISS Platform, the Services or the Content made available through the IISS Platform.
5. Use of the IISS Platform and the Services
Subject to the User’s compliance with the terms of this agreement, SIF grants to the User a non-exclusive and non-transferable right to access and use the IISS Platform and the Services for the User’s own personal use solely for the purpose of preparing and developing infrastructure projects in conformity with the purpose of the IISS Platform. All proprietary rights in the IISS Platform and the Services shall remain with SIF.
Any other use of the IISS Platform or the Services is expressly prohibited. In particular, the User shall not:
Without limitations, copy, transmit, distribute, license or sublicense, rent, lease, lend, publish, reproduce, modify, create derivative works from, transfer, backup or archive, in whole or in part, the IISS Platform or the Services;
Attempt to breach or circumvent the IISS Platform security;
Disassemble, decompile, or reverse engineer the IISS Platform or any aspect of the Services, except and only to the extent that the applicable copyright law expressly permits doing so;
Separate components of the IISS Platform for use on different devices;
Use the IISS Platform or the Services in any unauthorized way that could interfere with anyone else’s use of the IISS Platform or the Services.
The User is entirely responsible for obtaining and maintaining any and all technical equipment, such as computer hardware, operating system and Internet access, needed to access and use the IISS Platform and associated Services.
It is also the sole responsibility of the User to take security measures to protect its computer system, including, but not limited to, the installation of antivirus and firewall software.
6. User Conduct
The User shall use the IISS Platform and the Services only for purposes permitted by this Agreement and only for lawful purposes.
Without prejudice to the above, in particular, the User shall not
mislead or deceive, including, but not limited to, misrepresent one's identity or authority to act on behalf of another;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
interfere with or disrupt the operation of the IISS Platform or the Service or any another's computer and software in any respect, including, but not limited to, by uploading or transmitting files that contain viruses, trojan horses, worms, time bombs, cancel bots or corrupted files;
engage in systematic retrieval of content from the IISS Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes);
create links to the IISS Platform without written permission from SIF;
use the IISS Platform or the Services for any commercial or other purposes, such as advertising or offering to sell or buy any goods or services;
use the IISS Platform or the Services to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of Users to become subscribers of other on-line information services competitive with SIF;
use the IISS Platform or the Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
post, upload, distribute, transmit or otherwise make available through the IISS Platform or the Services any material that violates or infringes in any way the rights of others, including, but not limited to, the right of privacy and publicity;
post, upload, distribute, transmit or otherwise make available or disclose through the IISS Platform or the Services any information, content or material in violation of intellectual property rights, such as copyright, patent, trademark, trade secrets or other proprietary right;
post, upload, distribute, transmit or otherwise make available through the IISS Platform or the Services any information or material that is unlawful, threatening, abusive, defamatory, indecent, vulgar, obscene, profane, racially or ethnically offensive, or otherwise objectionable or inappropriate;
post, upload, distribute, transmit or otherwise make available through the IISS Platform or the Services any information or material that promotes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
post, upload, distribute, transmit or otherwise make available through the IISS Platform or the Services any material that contains advertising or any solicitation with respect to products or services;
copy, store or otherwise access any information contained on the IISS Platform or the Services for purposes not expressly permitted by this Agreement;
use any content which is made available through the IISS Platform or the Services, in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Any conduct by a User that in SIF's discretion restricts or inhibits any other User from using or enjoying the IISS Platform or the Services will not be permitted.
SIF shall have the right to immediately terminate the User's account in the event of any conduct by a User which SIF, in its sole discretion, considers to be unacceptable, or in the event of any breach by the User of the terms and conditions hereof.
7. User Content
The User acknowledges and agrees that the User is solely responsible for the Content that the User makes available through the IISS Platform or the Services. Accordingly, the User represents and warrants that the User either is the sole and exclusive owner of all the User Content made available through the IISS Platform or the Services or that the User has all the rights necessary for the Content made available through the IISS Platform or the Services and that the posting, uploading, publication, submission or transmittal of said Content on the IISS Platform or the Services does not infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary rights or result in the violation of any applicable law or regulation.
By making the Content available through the IISS Platform or the Service, the User hereby grants SIF the irrevocable, royalty free, non-exclusive, worldwide right, to use, copy, modify, transmit, distribute, display, perform, reproduce, publish, license or sublicense, create derivative works from, transfer and process such User Content in the framework of the IISS Platform or the Services. SIF does not claim any ownership rights in any such content.
8. Intellectual Property
Each Party is and shall remain the exclusive owner of its respective Background Intellectual Property, and shall have no right to use the Background Intellectual Property of the other Party, unless expressly provided otherwise.
SIF, or the applicable third party owner, retains all right, title and interest (including copyrights, trademarks, patents, trade secrets, as well as any other intellectual property rights) in the Content made available on the IISS Platform.
The User shall not, without limitations, modify, copy, transmit, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, backup, archive or otherwise use in any other way for commercial or public purposes, in whole or in part, any Content obtained from the IISS Platform without the prior written consent of SIF or the applicable third party owner.
The logo and name of SIF and IISS are trademarks or registered trademarks of SIF. All rights reserved. All other trademarks appearing on the IISS Website or Platform are the property of their respective owners.
a. In the performance of this Agreement, the Parties will exchange Confidential Information. The Receiving Party undertakes to keep confidential and not to disclose to any third party any Confidential Information of the Disclosing Party, including after termination of this Agreement.
b. Specifically, the User undertakes to keep confidential and not to disclose to any third party the Templates made available by SIF through the IISS Platform, including after termination of this Agreement.
c. The Receiving Party undertakes to use the Confidential Information exclusively for the purpose of this Agreement. The Receiving Party agrees and acknowledges that all Confidential Information, and all Intellectual Property rights in, or arising from, the Confidential Information is and shall always remain the property of the Disclosing Party. The Receiving Party agrees and acknowledges that all Confidential Information and all Intellectual Property that was developed or discovered by the Receiving Party relying on the Confidential Information disclosed by the Disclosing Party shall be the sole and exclusive property of the Disclosing Party.
d. The obligations mentioned under 9.a., 9.b. and 9.c. shall not apply to Confidential Information which:
(i) was in the public domain at the time of its receipt by the Receiving Party;
(ii) becomes part of the public domain after its receipt by the Receiving Party, but not through a breach of this Agreement by the Receiving Party or its employees, agents and affiliates;
(iiI) is rightfully given to the Receiving Party by an authorized third party on a non-confidential basis;
(iv) was independently developed or discovered by the Receiving Party without reliance upon the Confidential Information disclosed by the Disclosing Party.
The Receiving Party shall bear the burden of proof if it invokes one of these exceptions.
e. The Receiving Party shall have the right to disclose to the competent authority any Confidential Information which is required by law, a competent court or a governmental entity to be disclosed, provided however that the Disclosing Party shall first have been given the opportunity to obtain a protective order precluding or limiting the disclosure of said Confidential Information.
f. The Receiving Party may communicate the Confidential Information only to those of its employees, agents and affiliates who are directly and necessarily involved in the performance of this Agreement, and who are bound in writing to the Receiving Party by obligations similar to those of this Section 9. The Receiving Party shall be responsible for any breach of these obligations by its employees, agents and affiliates.
10. Privacy and Data Protection Policy
The treatment of the Users’ Personal Data made by SIF, its subcontractor, or any of its affiliates is in compliance with Article 13 of the Swiss Federal Constitution and the provisions of the Swiss Federal Act on Data Protection.
SIF is committed to safeguarding the Personal Information collected from the Users of the IISS Platform. SIF has implemented adequate technical and organizational measures to protect the User’s collected data against unauthorized access and processing, misuse, alteration, falsification, loss or destruction.
“Personal Data or Information” means all information relating to an identified or identifiable person;
“Treatment/Processing” means any operation with personal data, irrespective of the means applied and the procedure, and in particular the collection, storage, use, revision, disclosure, archiving, or destruction of data;
“Disclosure” means making personal data accessible, for example by permitting access, transmission or publication;
“Data Controller” means SIF, the foundation responsible for the use of and processing of Personal Data.
b. Type of Information
As part of the IISS Platform registration process, SIF collects Personal Data such as name, date of birth, gender, social security credentials, address, phone number, job title, company name and address.
SIF uses and processes the collected information for the following general purposes:
- Technical administration, protection, improvement and optimization of the IISS Platform and its operating environment;
- Marketing strategy;
- Legal compliance, dispute resolution.
d. Use and Disclosure of Collected Information
SIF may disclose the User’s Personal Data to its affiliates, subcontractors, and third party providers for the purposes stated in this Policy. The User’s Personal Data is treated by SIF, its affiliates, subcontractors and third party providers as strictly confidential and is neither passed nor sold to other third parties.
The User’s Personal data can be stored through electronic systems located in various jurisdictions. In that event, SIF ensures that an adequate level of protection is guaranteed.
In the event where the processing of personal data is assigned to SIF by the User, the latter guarantees that it has the right to lawfully process such data. The User is solely responsible for data accuracy. The User guarantees the right to access and modify the Personal Data stored on the IISS Platform.
SIF may disclose the User’s information to governmental agencies or entities, regulatory authorities, or other persons as it deems necessary to satisfy any applicable law, regulations, court order or governmental request, or similar processes as either required or permitted by applicable law.
e. Access and Review of Collected Personal Data
The User may review, update, modify or delete its Personal Data at any time by logging in to its account.
f. Questions and Concerns
Any questions or complaints regarding the treatment of Persona Data by SIF or any of its affiliates should be directed to SIF’s Data Protection Officer (email@example.com).
This Privacy and Data Protection Policy is effective as of February 1st, 2016.
11. Unsolicited Idea Submission Policy
SIF or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when SIF's products or marketing strategies might seem similar to ideas submitted to SIF. So, please do not send your unsolicited ideas to SIF or anyone at SIF. If, despite our request that you not send us your ideas and materials, you still send them, please understand that SIF makes no assurances that your ideas and materials will be treated as confidential or proprietary.
12. Disclaimer and Limitation of Liability
The User expressly agrees that its access to and use of the IISS Platform and/or the Services is at the User's own risk.
a. Disclaimer of Warranty
The IISS Platform, the Services, as well as the Content provided by SIF through the IISS Platform or the Services are provided on an "as is" and “as available” basis, without representation or warranties of any kind, either express or implied, including, but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose.
Without limiting the foregoing, SIF does not warrant the accuracy, reliability, up-to-dateness, timeliness, completeness, or availability of the IISS Platform or the Services or the information, content or results obtained from the IISS Platform or the Services, or that the IISS Platform or the Services are error-free or virus-free.
b. Limitation of Liability
To the fullest extent permitted by law, in no event will SIF or any of its directors, officers, employees or agents be liable to the User or any other person for any direct or indirect loss, including loss of profit, loss of data, costs, expense or damage of any kind, including negligence, or otherwise, for any claim arising out of or related to this Agreement, or arising out of or related to the access to or use of or the inability to access to or use of all or part of the IISS Platform or the Services, regardless of the cause of action, even if SIF has been advised of the possibility of the same.
c. Force majeure
Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, and failures of third party providers (including providers of internet services and telecommunications). The party affected by any such event shall notify the other party within a maximum of fifteen (15) days from its occurrence. The performance of this agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this agreement.
d. Links to Third Party websites
The User acknowledges that by clicking on links to third party websites, the User leaves the ISS Platform.
Links to third party websites and the content or availability of such websites lie outside the scope of responsibility of SIF. SIF has no control over the content of third parties websites. Links to third parties websites are included solely for the User’s convenience, and do not constitute any endorsement by SIF. Access and use of such websites are at the User’s own risk.
13. Indemnity Clause
The User agrees to defend, indemnify and hold harmless SIF, its affiliates and their respective directors, officers, employees and agents from and against any liability or claim made against SIF by any third parties, including any and all actions, suits, damages, claims, loss or liabilities (including, without limitations, expenses and attorneys' fees) arising out of or caused by the access to or use of the IISS Platform by the User or the User’s violation of the terms and conditions of this Agreement.
The User shall promptly notify SIF of such claim.
14. Changes, Updates and Termination
SIF reserves the right to change or amend the terms of this Agreement, including its Privacy and Data Protection Policy, at any time without prior notice. In case of modification of the terms of this Agreement, SIF will provide the User with notice of the modification. By continuing to access to or use the IISS Platform or any of the associated Services after the modified terms have been provided to the User, the User is indicating that it agrees to be bound by the modified terms.
SIF reserves the right to change, modify, update, expand, limit, suppress, restrict, discontinue or delete at any time the IISS Platform or the Services or any aspect or feature of the IISS Platform or the Services without prior notice, including, but not limited to, content, hours of availability and equipment needed for access or use.
Either SIF or the User may terminate this Agreement at any time by providing the other Party 30 days written notice of such termination. SIF may terminate this Agreement immediately by giving written notice of termination to the User if the User commits a material breach of this Agreement or as otherwise provided in this Agreement. The obligations mentioned under Section 4, 8, 9, 12.a., 12.b. and 13 shall survive the expiration or termination of this Service Agreement, as well as any other obligation which by its nature is intended to survive.
All questions, comment or notices concerning this Agreement shall be submitted to SIF via email at firstname.lastname@example.org. All notices to be given under this Agreement to the User shall be submitted by SIF via the User’s account.
b. Entire Agreement
This Service Agreement constitute the entire and exclusive understanding and agreement between SIF and the User pertaining to the subject matter hereof and supersedes any and all prior and contemporaneous agreements and understanding between SIF and the User (whether written or oral) relating thereto, except any prior confidentiality agreement which may have been entered by the Parties, which shall continue to apply to disclosures made prior to the Effective Date. This Agreement may be modified or amended according to Section 14.
This Agreement may not be assigned or transferred by the User without SIF prior written consent.
This Agreement may not be assigned or transferred by SIF without the User prior consent except to Affiliates or to any person who succeed to all or a substantial portion of SIF’s activities.
d. Choice of Law and Jurisdiction
This Service Agreement shall be governed by, and construed in accordance with, the laws of Switzerland, without giving effect to any choice of law or conflict of law rules. If one or more of the provisions of this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
The parties acknowledge the exclusive jurisdiction of the Courts of Geneva, Switzerland, to decide any dispute arising out of or in connection with the existence, validity, performance, interpretation or any other act within the scope of this Service Agreement. An appeal before the Swiss Supreme Court is reserved.