Conditions for the availability of Data by Orange - NetMob 2023 Data Challenge
These terms and conditions constitute a legal agreement between each single person participating individually to the Challenge called NetMob 2023 Data Challenge (“Netmob” or the “Challenge”) an open scientific challenge initiated by IMDEA with Orange (“Orange” or “Data Partner”), a French Société Anonyme established and acting according to the laws of France with its registered office at 111, quai du Président Roosevelt 92130 Issy-le-Moulineaux, France, registered with the SIREN under No. 380 129 866 and enrolled with the Registre du Commerce et des Sociétés of Nanterre, which agrees to provide the Participants different sets of Data. Access to these sets of Data is only possible within the Challenge to which Data Partner desires to take part by availing its Data. Data for Netmob is aiming at deriving and exploiting insights from massive mobile service consumption information exclusively as defined hereunder.
Participants that contribute to the Challenge will aim to analyse Data and when possible, to cross them with other databases available from other sources including institutional sources. Data Partner agrees to provide Data to Participants, which have been selected to participate to the Challenge, under the following terms and conditions to be signed by each Participant.
Article 1 - Definitions
1.1. Participant means any physical person, researcher, which is selected and vetted by the Challenge’s organizer to participate to the Challenge.
1.2. Committee means the entity of the Challenge composed of scientists and various personalities whose names are mentioned on the Challenge website, among which Data Partner.
1.3. Data means the different data sets in the form of 4G data traffic aggregates collected during 77 consecutive days in 2019, per application, per 15-minute intervals. The dataset covers the 68 most used applications in 20 French metropolitan areas, geo-referenced at a high resolution of 100x100 square meters. The data will be stored on a secure server located at the IMDEA premise. Such data sets are made available to the Participants for the sole purpose of the Challenge.
1.4. Participant Email means the e-mail address declared and used by the Participant for all correspondence and notifications with Data Parner during the Challenge.
1.5. Results means the submission written deliverables (documents, software, apps, maps...) handed over by the Participants to the Committee containing the solutions/analysis proposed by the Participants within the Challenge. On the basis of this document and its content, the Committee will determine the winners. Among the analysis, Results may also contain tables, maps and graphics but no Data.
1.6. Rules of the Challenge means the terms and conditions edited and provided by the Challenge's organizer under which the Challenge is organized.
1.7. Personal Undertaking mean the terms and conditions that each Participant will have to adhere to in order to participate to the Challenge. Such Personal Undertaking are available at the following URL: https:/netmob2023challenge.networks.imdea.org/.
Article 2 — Eligibility to the Challenge
2.1. In order to be able to participate to the Challenge, a Participant has to be selected and vetted in accordance with the Rules of the Challenge and to agree and abide personally to the Personal Undertaking. If the Participant’s application is accepted, a unique access key per data set will be sent to Participant Email to download Data located on a web server.
2.2. If Data Partner is required to do so by law or if the continuation of the Challenge is, in Data Partner’s opinion, no longer viable, or if the Participant uses the Data in a way which in the reasonable opinion of Data Partner harms the reputation of, may give rise to fraudulent activities (for instance linked to privacy concerned) or raises issues for Data Partner or its affiliates or if the Participant breached these terms and conditions, Data Partner may at any time suspend access to the Data or terminate the participation to the Challenge by sending a written notice to the Participant Email. Participant commits to destroy immediately the Data from all supports within a week of receipt of the written notice. In such case, the Participant will not be authorised to communicate, publish, or present any Results based on the Data provided by Data Partner.
2.3 The Participant may in no circumstances be considered as Orange’s staff, employees, agents or contractors.
2.4 The Participant shall comply with all applicable local laws and regulations, as applicable.
Article 3 — Ownership — IPR - License
3.1. All the Data is the sole property of Data Partner and its affiliate.
3.2. Data Partner grants to the Participant a royalty-free, world-wide, non-exclusive license for the sole duration of these terms and conditions, to use the Data for the sole and exclusive purpose to participate to the Challenge. According to this license Participant is entitled to download, reproduce locally, analyse, combine the Data with other data sources.
3.3. Nothing in this agreement shall be deemed to grant a license directly or by implication of any intellectual property rights related to the Data, except the limited right to use such Data for the Challenge.
3.4. This agreement shall not be deemed to create any obligation for either Participant or Orange to enter into any further contractual arrangement of any kind.
3.5 All information disclosed by Participant or Data Partner, and all intellectual property rights created by either the Participant or Data Partner, independently of and prior to the Challenge, shall remain the exclusive property of such disclosing or creating party.
3.6 Without prejudice, Participant grants to the Data Partner a royalty-free, world-wide, perpetual, non-exclusive and irrevocable license to use their Results.
Article 4— Term
These terms and conditions shall begin on the starting date of the Challenge and remain in force until first of these events occurs: (i) two (2) years after the end of the Challenge, or (ii) termination of Challenge for Participant.
Article 5 — Restriction of use — Restitution
Any other use of Data of any nature outside the scope of the Challenge by Participant is submitted to the following conditions:
- Participant can apply for an extension of the right to use Data after the Challenge awards in order to proceed to additional analysis and research. To do so, Participant will have to send a written application to Data Partner containing the scope of the new research it intends to carry out and for how long and why it needs to use Data. Orange keeps the discretionary right to refuse such additional usage of Data. Participants application has to be sent before the Challenge award if it wishes to have uninterrupted use of Data.
- Usage of Data will be realized exclusively for non-profit purposes.
- Obligation to mention the Data origin: i.e. “This Data was made available by Orange within the framework of the Netmob 2023 Challenge” and properly referencing the technical document describing the Data.
Article 6 — Results
6.1. Participant is and remains fully free to use and publish the Results in compliance with the Confidentiality terms of this Agreement, after the Challenge award announcement.
6.2. Research Team shall send to Data Partner for a copy of such publication prior to the publication.
6.3. Participant undertakes to refer to the Challenge when it uses and/or publishes the Results, i.e. “Studies and Researches were performed using data made available by Orange within the Netmob 2023 Challenge” and properly referencing the technical document describing the Data.
Article 7 - Unauthorized use
Following unauthorized use or communication of the Data by Participant, the later recognizes that, in most cases, compensation is not an adequate remedy: the nature of the Data means that action to safeguard confidentiality is required before loss or damage has occurred (which shall not prevent it to claim compensation). Therefore, Participant acknowledges that Orange is entitled to apply for emergency remedial action from any judge such as an injunction, specific performance or other equitable relief, against any person that has breached or is threatening to breach this agreement. In doing so, Orange will not have to prove that it has already incurred or will incur actual loss or damage.
Article 8 — Confidentiality
Participant shall keep Data confidential and undertakes to apply to Data communicated by Orange at least the same degree of care with which it treats and protects its own confidential information against public disclosure, but not less than a reasonable degree of care. All such Data shall not be disclosed to any third party without the prior written consent of Orange.
Article 9 - Limitation of liability & indemnity
Participant is responsible for its actions, including the content of their submissions, Results and research outcomes, where applicable. Participant hereby irrevocably release and forever discharge Orange and/or its affiliates, agents, and employees, from and against all suits, proceedings, claims, and demands, which Participant now have or hereafter may have against Orange and/or its affiliates, in connection with or as a result of Participant use of the Data, or participation in the Challenge.
Orange and/or its affiliate shall under no circumstance be liable to any Participant for any loss, direct, indirect, incidental, special or consequential damage, liability or expense incurred or suffered that is claimed to have resulted from or in connection with the use of the Data. Participant agrees to indemnify, defend, and hold and save harmless Orange and/or its affiliates and its officials, agents, and employees, from and against all suits, proceedings, claims, and demands brought against Orange and/or its affiliates, including by any third party, based on, or arising out of a) their Results, including any third party claims or allegations that the use or possession of their Results, any copyrighted material or any activities undertaken in connection with or as a result of Participant's participation in the Challenge, in whole or in part, constitutes an infringement of third parties” intellectual property rights; b) the acts or omissions of Participant, as applicable, in connection with Participant's participation in the Challenge not authorized by or in breach of these terms and conditions; or c) violation of privacy in connection with Participant's use of Data. Participant agrees that any reliance upon its Results shall be at Participant sole risk. Participant understands that its Results are not endorsed by Orange and its affiliates. Orange and its affiliates are not responsible or liable for the content of any Results.
Article 10 - Compliance
The development of Orange is based on a set of values and guidelines set out in the documents entitled for Orange the “Orange Group Code of Ethics” and the “Orange Group's anti-corruption policy” available at www.orange.com of like intent and purpose.
These documents represent Orange’ commitments to comply with all national, European and international legal and regulatory provisions applicable to them in the course of their business including, without limitation, the Universal Declaration of Human Rights, International Labour Organization standards, OECD guidelines (particularly regarding efforts to fight corruption), the US Foreign Corrupt Practices Act, the UK Bribery Act, the Sapin 2 law, and the French criminal code pertaining to financial and economic misdemeanors and crimes as well as international trade sanctions (embargoes) including any sanctions that may be in force as a result of a resolution passed pursuant to Chapter VII of the UN Charter by the UN Security Council, any sanction that may have been imposed by the European Union (including DGT and OFSI), the United States Government (including OFAC), the French Government or applicable law, and watch list. These lists are, notably, the "Consolidated Travel Ban and Assets Freeze List" published by the United Nations, the "Specially Designated Nationals and Blocked Persons list" maintained by the OFAC, and the consolidated list of people, groups and entities subject to EU financial sanctions (the “Rules”).
In case of modification of the legal and/or regulatory framework as well as any judicial decision that would imply violation of the Rules, Orange will introduce without any delay the relevant modifications in the Personal Undertaking to remedy it.
Each Participant undertakes to have taken all appropriate direct and indirect means necessary to implement a compliance framework in order to comply with the Rules and to maintain its effectiveness.
In order to ensure compliance with the Rules for the duration of Challenge, Participant (i) shall provide at all times to Orange all elements requested to establish such compliance and (ii) shall inform the other Orange, when they know or have reason to know, of any failure to comply with the Rules, as well as the corrective measures adopted to ensure compliance with the Rules.
In the event that a failure by Participant to comply with the Rules and undertakings mentioned above is detected, Participant shall, upon written notice from the other Party, immediately remedy such failure so that its conduct complies with the Rules. Orange may terminate the participation to th Challenge with immediate effect.
Article 11 — Applicable Law — Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of France, without reference to any conflict of law provisions that would require the application of laws of any other jurisdiction.
Each Party agrees to submit to the sole jurisdiction of the competent Courts of Paris (France) for the purposes of any suit, action or other proceedings arising out of this agreement. However, this article shall not prevent Orange to sue Participant, if the latter is not governed by laws of France, before the latter's applicable jurisdiction specifically in cases of urgent remedies claimed to protect the Data.
Article 12 — General provisions
12.1. Neither this agreement nor any right granted hereunder shall be assignable or otherwise transferable.
12.2. No waiver or modification of this agreement will be binding upon the Parties unless expressly agreed by both Party and no failure or delay in enforcing any right will be deemed a waiver.
12.3 The Participant is an independent legal person acting under its own responsibility. The Challenge does not establish between them any subordinate or agent relationship, partnership, joint venture or joint undertaking. Moreover, each Participant acts in its own name and on its own behalf. No Participant has the power or authorisation to create an obligation that would be binding on Orange.
12.4. In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
12.5 This Personal Undertaking constitute the full and complete understanding and agreement of the parties relating to the subject matter hereof and supersede all prior understandings and agreements relating to such subject matter. The provisions of this Personal Undertaking shall prevail over any conflicting provisions in any other documents.
12.6 Termination for any reason whatsoever or expiry of the Challenge or the participation of the Research Team to the Challenge, cannot release the Participants from their obligations which will remain in force, so as to ensure their full effect, following the termination or expiry of the Challenge, in particular the obligations referred in the Articles “Confidentiality”.
12.7 The Challenge may involve for the Parties to proceed with the «Processing», that is to say to carry out any operation concerning personal data, known as «Personal data», within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of individuals with regard to the processing of personal data and the free movement of such data, as well as Law No. 78-17 of 6 January 1978 on data processing, files and freedoms, as amended. Orange and the Participant undertake to process the Personal Data in accordance with the aforementioned regulations, in particular with regard to the principles of responsibility, necessity, purpose, lawfulness, transparency, limitation of retention, integrity, confidentiality, and notification of violations; as well as in compliance with the specific terms of Processing annexed hereto.
The Challenge does not imply the communication of Personal Data from Orange to the Participant (except its name and contact details), nor the processing of Personal Data by the Participant on behalf of Orange. If, within the framework of the Challenge, it is nevertheless envisaged that one of the parties will communicate Personal Data to the other party, the parties will then conclude a specific contract or an amendment to the Personal Undertaking, dedicated to the processing of these Personal Data in particular.