General Terms of Service

Welcome to the cscs2go Platform (“Platform”). The Platform and its Services are provided by the Swiss National Supercomputing Centre (“CSCS”), located at Via Trevano 131, 6900 Lugano, Switzerland.

By using our Services, you are agreeing to these terms. Please read them carefully.

Additional terms may apply. Additional terms will be available with the relevant Services and those additional terms become part of your agreement with us if you use those Services.

This cscs2go Platform Agreement (the "Agreement") is made and entered into by and between CSCS and the entity agreeing to these terms ("Customer").

This Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date").

1. Provision of the Services.

1.1 Services Use. Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any Software provided by CSCS as part of the Services. Customer may not sublicense or transfer these rights.

1.2 Facilities. All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where CSCS processes and stores its own information of a similar type. CSSC has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.

1.3 Data Location. Customer Data will be stored at CSCS. By using the Services, Customer consents to this processing and storage of Customer Data. Under this Agreement, CSCS is merely a data processor.

1.4 Accounts. Customer must have an Account to use the Services, and is responsible for the information it provides to create the Account and its passwords for the Account, and for any use of its Account. If Customer becomes aware of any unauthorized use of its password, its Account, Customer will notify CSCS as promptly as possible.

1.5 New Applications and Services. CSCS may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the "Services" definition from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.

1.6 Modifications.

a. To the Services. CSCS may make updates to the Services from time to time. If CSCS makes a material change to the Services, CSCS will inform Customer, provided that Customer has subscribed with CSCS to be informed about such change.

b. To the Agreement. CSCS may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by CSCS, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, please stop using the Services. CSCS will post any modification to this Agreement to the Terms URL.

2. Payment Terms.

2.1 Free Quota. Certain Services are provided to Customer without charge up to the Fee Threshold, as applicable.

2.2 Billing. Customer must pay Fees before to use the Services. CSCS will issue a bill to Customer. The Services will only be made accessible to Customer after the payment of the bill. The Fee are intended to (i) cover some basic costs over a certain time period; and/or (ii) be used as Credits to cover the costs related to the utilization of some Services. The Credits can expire after a predefined time period. Expired Credits will not be refunded to Customer.

2.3 Taxes. Customer is responsible for any Taxes, and Customer will pay CSCS for the Services without any reduction for Taxes. If CSCS is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides CSCS with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. Services provided to Customers from academia are exempt of paying Taxes since the provision of Services takes places in the context of a scientific collaboration.

2.4 Reimbursements. CSCS will not reimburse Customer for any non-used Credits including in case of Modifications (Section 1.6), Suspension and Removal (Section 4.1) and Termination for Convenience by Customer (Section 7.3). In case of Termination for Convenience by CSCS (Section 7.3) the remaining Credits will be reimbursed at the price of Billing.

3. Customer Obligations.

3.1 Compliance. Customer is solely responsible for its Applications, and Customer Data and for making sure its Applications, and Customer Data comply with the AUP. CSCS reserves the right to review the Application, and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer’s obligations under the AUP, the Service Specific Terms, and the restrictions in Sections 3.3 and 3.5 below.

3.2 Privacy. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.

3.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; or (c) use the Services outside the scope of scientific research.

3.4 Third Party Components. Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs Customer’s use of that third party component.

3.5 Documentation. CSCS may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions on how the Services shall be used and Customer will comply with any such restrictions specified.

4. Suspension and Removals.

4.1 Suspension/Removals. If Customer becomes aware that any Application, or Customer Data violates the AUP, Customer will immediately suspend the Application and/or remove the relevant Customer Data (as applicable). If Customer fails to suspend or remove as noted in the prior sentence, CSCS may specifically request that Customer do so. If Customer fails to comply with CSCS’s request to do so within twenty-four hours, then CSCS may disable the Account until such violation is corrected.

4.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then CSCS may automatically suspend the offending Application, and/or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If CSCS suspends an Application, or the Account, for any reason, without prior notice to Customer, at Customer’s request, CSCS will provide Customer the reason for the suspension as soon as is reasonably possible.

5. Intellectual Property Rights; Use of Customer Data; Feedback.

5.1 Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application (if applicable), and CSCS owns all Intellectual Property Rights in the Services and Software.

5.2 Use of Customer Data. CSCS will not access or use Customer Data, except as necessary to provide the Services to Customer.

5.3 Customer Feedback. If Customer provides CSCS Feedback about the Services, then CSCS may use that information without obligation to Customer, and Customer hereby irrevocably assigns to CSCS all right, title, and interest in that Feedback.

6. Deprecation of Services

6.1 Discontinuance of Services. Subject to Section 6.2, CSCS may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.

6.2 Deprecation Policy. CSCS will announce if it intends to discontinue or make backwards incompatible changes to the Services specified at the URL in the next sentence. CSCS will use commercially reasonable efforts to continue to operate those Services versions and features.

7. Term and Termination.

7.1 Agreement Term. The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 7 of this Agreement.

7.2 Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

7.3 Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. CSCS may terminate this Agreement for its convenience at any time without liability to Customer.

7.4 Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to CSCS are immediately due upon receipt of the final bill; and (iii) Customer will delete the Software, any Application, Instance, and any Customer Data.

8. Representations and Warranties.

8.1 Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. CSCS warrants that it will provide the Services in accordance with the applicable SLA (if any).

9. Warranties and Liability.

9.1 Liability. The parties shall not assume any liability for damages resulting from the non-performance or defective performance of Provision of the Services. Moreover, the liability for damages resulting from defects of the hardware, software or associated data material used within the scope of the collaboration shall be excluded. The liability in the event of intention and gross negligence shall not be excluded.

9.2 Warranty. CSCS shall provide the Services to Customer with due diligence and in accordance with the recognized state of the art. Any further warranty, in particular for the correctness of data and deliverable, shall be excluded. Any defects shall be immediately remedied, provided that this is possible with reasonable efforts and the subsequent delivery has not become pointless for Customer.

9.3 Force Majeure. Neither party shall be liable for the non-performance of its obligations under the Provision of the Services, if the non-performance is due to circumstances outside the control of the parties (force majeure).

10 Conflicting Terms.

10.1 If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL.

11 Definitions.

• "Account" means Customer’s CSCS account.
• "Application(s)" means any web or other application Customer creates using the Services, including any source code written by Customer to be used with the Services.
• "AUP" means the acceptable use policy set forth here for the Services.
• “Credit(s)” means CSCS internal currency used to utilize Services like Compute Quota.
• "Customer Data" means content provided to CSCS by Customer via the Services under the Account.
• "Customer End Users" means the individuals Customer permits to use the Application.
• "Documentation" means the CSCS documentation (as may be updated from time to time) in the form generally made available by CSCS to its customers for use with the Services.
• "Emergency Security Issue" means either: (a) Customer’s or Customer End Users’ use of the Services in violation of the AUP, which could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) the CSCS network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
• "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
• "Service Specific Terms" means the terms specific to one or more Services.
• "TSS" means the technical support service provided by CSCS to the administrators under the TSS Guidelines.