This Master Service Agreement (the “Agreement”) is an agreement between ELTic limited, (“ELTic”) with address at 36 Solent Drive
Bolton, Greater Manchester, United Kingdom, BL3 1RN, and you or the entity you represent (“Customer”). This Agreement takes effect when you sign up to ELTic or, if earlier, when you access or use the ELTic services, as defined below (the “Effective Date”). If you are using the ELTic services on behalf of an entity, you represent to us that you are lawfully able to enter into this Agreement on behalf of the Client.

The parties agree as follows (the capitalised terms used in this agreement, in addition to those above, being defined in section "DEFINITIONS").

1 Purpose of Data Sharing

The parties are entering into this agreement, and Vendor is granting Customer access to the Solicitor Data that includes accreditation and employment details. To the extent that the use of the Service will contain any personal information, that is intended for processing by ELTic as a “processor” (as the term is defined in the applicable privacy legislation).

2 License Grant to Use Data

ELTic hereby grants to Customer a limited, non-exclusive, non-transferable, and revocable licence to access, copy, and use the Data.

3 Customer's Use of Data

3.1 Purpose

Customer shall use or disclose the Data only in furtherance of the Project or as required by Law.

3.2 Standard of Care

Customer shall exercise at least the same degree of care as it uses with its own data and Confidential Information, but in no event less than reasonable care, to protect the Data from misuse and unauthorised access or disclosure.

3.3 Safeguards Around Data

Customer shall use appropriate safeguards to protect the Data from misuse and unauthorised access or disclosure, including maintaining adequate physical controls and password protections for any server or system on which the Data is stored,

ensuring that Data is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted, and taking any other measures reasonably necessary to prevent any use or disclosure of the Data other than as allowed under this agreement.

3.4 Permitted Disclosure

Customer may disclose the Data only to the extent necessary, and to its officers, directors, employees, consultants, and representatives on a need-to-know basis.

3.5 Required Disclosure
If Customer is compelled by Law to disclose any Data, Customer shall notify ELTic before disclosing the compelled Data.

3.6 Unauthorised Disclosure

Within three days of Customer becoming aware of any unauthorised use or disclosure of the Data, Customer shall promptly report that unauthorised use or disclosure to ELTic.

3.7 Cooperation and Mitigation
Customer shall cooperate with any remediation that ELTic, in its discretion, determines is necessary to address any applicable reporting requirements, and mitigate any effects of such unauthorised use or disclosure of the Data, including measures necessary to restore goodwill with stakeholders, including research subjects, collaborators, governmental authorities, and the public.

3.8 Agents and Subcontractors

Customer shall ensure that any agents, including subcontractors, to whom it provides the Data agree to the same restrictions and conditions listed in this agreement.

3.9 Modification of Data

When data is modified in a CRM or ELTic notified by the Customer of information that they think is wrong, ELTic may evaluate and use the changed data.

4 Term

This agreement will commence on the Effective Date and continue as long as Customer retains the Data, unless terminated earlier (the "Term").

5 Representations

5.1 Mutual Representations

No Restriction. Neither party is under any restriction or obligation that could affect its performance of its obligations under this agreement.

No Violation, Breach, or Conflict. Neither party's execution, delivery, and performance of this agreement and the other documents to which it is a party, and the consummation of the transactions contemplated in this agreement, do or will result in its violation or breach of any

applicable Law or Order, require the consent of any Person, or conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any material contract.

5.2 Vendor's Representations

Ownership. ELTic has the right to grant Vendor's use of the Data.

No Prior Grant or Transfer. Vendor has not granted and is not obligated to grant any licence to any third party that would conflict with the licence grant, or assigned or exclusively licensed, and is not obligated to assign or exclusively licence use of the Data to any third party that would conflict with the licence grant.

6 No Warranty

6.1 Provided "As Is"

The Data is provided "as is."

6.2 No Warranty of Accuracy or Completeness

Vendor does not make any warranty as to the accuracy or completeness of the Data..

7 Intellectual Property Ownership

7.1 No Licence to Existing Intellectual Property 

Except for any Intellectual Property rights to use Data, the parties hereby acknowledge that this agreement does not constitute a grant by either party to the other of any licence or right to either party's Intellectual Property existing as of the Effective Date.

8 Use of Name

Neither party will use the other party's name, logos, trademarks, or other marks without that party's written consent.

9 Termination on Notice

Vendor may terminate this agreement subject to a notice period that will be determined on a case-by-case basis. 

10 Return or Destruction of Data and Property

On the expiration or termination of this agreement, or on Vendor's request, Customer shall promptly delete the Data and any other property, information, and documents, including Confidential Information, provided by Vendor, destroy all copies it made of Data and any other property, information, and documents, including Confidential Information, and send to Vendor an email confirming Customer's compliance with the destruction obligation under this section.

11 Indemnification

11.1 Indemnification by Customer

Customer (as an indemnifying party) shall indemnify Vendor (as an indemnified party) against all losses and expenses arising out of any proceeding brought by either a third party or Vendor, and arising out of Customer's breach of its obligations, representations, warranties, or covenants under this agreement.

11.2 Mutual Indemnification

Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding brought by either a third party or an indemnified party, and arising out of the indemnifying party's willful misconduct or gross negligence.

11.3 Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

11.4 Exclusive Remedy

The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section "INDEMNIFICATION".

12 Definitions

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Data" is defined in section "DESCRIPTION OF DATA".

"Disclosure Schedule" means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party.

"Effective Date" is defined in the introduction to this agreement.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolised by the foregoing, copyrights, including all applications and registrations related to the foregoing, trade secrets and confidential know-how, patents and patent applications, websites and internet domain name registrations, and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Law" means any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgement, and any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Person" includes any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organisation, or other entity or group of persons, whether incorporated or not, and

any individual.

"License Grant" is defined in section "LICENCE GRANT TO USE DATA".

"Purpose" is defined in section "PURPOSE OF DATA SHARING".

"Term" is defined in section "TERM".

13 Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein.

14 Assignment

Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

15 Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by electronic mail to the party's main email address.

Receipt of Notice. A notice given under this agreement will be effective on the other party's receipt of it, or if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it. ELTic may, at any time, and at its sole discretion, modify this Agreement, with or without notice to the Client. Any such modification will be effective immediately upon public posting. Client’s continued use of the Systems and Service following any such modification constitutes acceptance of the modified Agreement.

16 Governing Law

This agreement shall be governed, construed, and enforced in accordance with the laws of Ireland, excluding its conflict of law rules.

17 Severability

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

18 Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

19 No Third-Party Beneficiaries

Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.