SPECIAL INTEREST GROUP PARTICIPATION ADDENDUM
1. BACKGROUND
1.1 As the holder of an Account with Fabacus and as further set forth in the Agreement between you and Fabacus (the “Agreement”), your participation in a Special Interest Group is subject to this Participation Addendum (“Addendum”) and in the event of a conflict between any of the provisions of this Addendum and the provisions of the remainder of your Agreement, the provisions of this Addendum shall prevail. Unless otherwise set out herein, each capitalised term in this Addendum shall have the meaning set out in the Agreement.
1.2 Both parties will comply with all applicable laws and regulations. This Addendum is in addition to, and does not relieve, remove or replace, a party’s obligations under all applicable laws and regulations.
2. CODE OF CONDUCT
2.1 As necessary to facilitate the goals of the Special Interest Group, Fabacus may elect to hold Special Interest Group meetings – or any part(s) thereof – under the Chatham House Rule. When a meeting, or part thereof, is held under the Chatham House Rule, Participants are free to use the information received, but neither the identity nor the affiliation of the speaker(s), nor that of any other Participant, may be revealed. https://www.chathamhouse.org/about-us/chatham-house-rule
2.2 Other than as required to facilitate the goals of the Special Interest Group, you agree to avoid sharing sensitive or highly confidential information. Fabacus does not desire to receive from you, nor do the goals of the Special Interest Group require, any information which is commercially sensitive or confidential to you or a third party. You will not, and will not attempt to, circumvent legal agreements regarding sensitive or highly confidential information or help others to do so.
2.3 You agree to (i) be respectful; (ii) provide context for any questions you pose and be constructive in any answers you provide; (iii) not use misleading, rude, or derogatory language; and (iv) avoid and seek to prevent gossip, diatribes, solicitation, and self-promotion.
2.4 Fabacus is committed to providing a respectful and harassment-free experience for every Participant in the Special Interest Group. You agree to comply with the Special Interest Group usage guidelines as set forth in this Section 5. Fabacus reserves the right to suspend or remove any Participant from the Special Interest Group at any time in its sole discretion and without notice to you, including but not limited to Participants behaving in an inappropriate or disrespectful manner. Fabacus reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify the usage guidelines and your continued use of, access to, and participation in the Special Interest Group will constitute your acceptance of such updated Forum usage guidelines.
2.5 You agree to report any Participants you feel may violate these guidelines. In the event of a technical problem with the Fabacus Platform or other platform for the Special Interest Group, please contact support@fabacus.com or request support via other methods as directed by Fabacus.
3. PROHIBITIONS
3.1 You acknowledge and agree that you will not access, or attempt to access, the Special Interest Group other than through your Account or via other means provided to you by Fabacus. You will not, and will not assist another person with, circumventing or otherwise tampering with security components (if any) of the Special Interest Group. Your use of the Special Interest Group, including any Content submitted or posted by you or other Participants, will be your sole responsibility. You will not submit or post Content that is libelous, defamatory, indecent, harmful, harassing, intimidating, threatening, discriminatory, inflammatory, or offensive, or that is intended to promote or commit an illegal act. You agree not to exploit the Special Interest Group in any unauthorized way, including but not limited to, by trespass or burdening network capacity.
4. TERM AND TERMINATION
4.1 This Addendum will commence on the date you first accept it and will continue to apply until terminated as set forth in this Section. If you fail, or Fabacus suspects that you have failed, to comply with any of the provisions of this Addendum or your Agreement, (then Fabacus may, in its sole discretion and effective immediately upon notice from Fabacus: (i) terminate this Addendum and (ii) suspend or remove your access to the Special Interest Group.
4.2 Fabacus may cease providing the Special Interest Group and may terminate this Addendum for Fabacus’s convenience, for any reason or no reason, upon written notice of its intent to terminate. Fabacus will not be liable for any termination of access to the Special Interest Group. In the event your Agreement and/or this Addendum is terminated you shall promptly discontinue use of the Special Interest Group. The following sections of this Addendum shall survive any expiration or termination thereof: the prohibitions of Section 3 and Sections 6 through 8.
5. LICENSE AND ACCOUNT
5.1 License. This Addendum allows you to access, use and participate in the Special Interest Group hosted and made available by Fabacus. Fabacus is providing the Special Interest Group to you for the purpose of exploring known industry challenges that lie within the licensing value chain, advocating industry best practices in respect to data standardisation, and allowing you to contribute towards defining future requirements on the Fabacus Platform with other Industry User Group members (“Participants”) and in some cases with Fabacus or GS1 employees, contractors, agents, representatives, and designees. Subject to the terms and conditions of this Addendum, Fabacus grants you a non-exclusive, non-transferable, revocable right to access, use and participate in the Special Interest Group. No licenses to any Fabacus intellectual property rights, expressly or by implication, estoppel or otherwise, are granted by Fabacus under this Addendum.
5.2 Account. You will have access to the Special Interest Group via your existing Fabacus Account, and your use of that Account is as set forth in and subject to the Agreement including but not limited to Section 1.1.3 thereof.
6. CONTENT
6.1 As a Participant, you may desire to or be requested to submit or post information, materials, data, text, images, audio, video, documents, code, content or links to third party sites or third party content (“Content”). By posting Content and subject to the Confidentiality provisions of this Addendum, you grant Fabacus and its affiliates a perpetual, royalty-free, non-exclusive worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to the Content. Fabacus, in providing the Special Interest Group and for the purposes thereof and facilitation of the output therefrom, may appropriate the Content data set submitted by Participants, to conduct a full analysis and present either (i) tailored reports to individual Participants, anonymised (non-identifiable) as to that Participant’s licensees or (ii) aggregated and anonymised (non-identifiable) results across all Participants to the whole of the Special Interest Group and the public. If you do not want to grant Fabacus the rights set out above, do not submit your Content to the Special Interest Group. Fabacus retains the right, but not the responsibility, to edit or remove any Content, including those submissions or posts deemed by Fabacus in its sole discretion to violate this Addendum. Fabacus is not liable for editing, moving, removing, or continuing to permit the posting or presence of any Content. Fabacus is allowed to monitor Content posted by you or otherwise available in the Special Interest Group to investigate any reported or apparent violation of this Addendum, and may take any action that Fabacus deems appropriate, including, without limitation, as available under the Agreement. Fabacus, however, makes no warranty to you that it will edit, remove, or continue to permit the posting or presence of any specific Content, whether or not subject to such allegations, and will have no liability whatsoever for editing, removing, or continuing to permit the posting or presence of any Content.
7. CONFIDENTIALITY
7.1 Subject to Section 2 herein, as a Participant you may be provided with access to sensitive or confidential information within the Special Interest Group related to the purpose of the group, its Participants, and Fabacus. You may be discussing and sharing sensitive or confidential information with other Participants. Except for the limited purpose of discussions with other Participants within this Special Interest Group, you acknowledge and agree that this Addendum does not grant you the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any sensitive or confidential information.
8. DISCLAIMERS AND LIMITATION OF LIABILITY
8.1 The Special Interest Group is provided on an “AS IS” basis by Fabacus and, except as expressly stated in this Addendum, all representations, warranties, conditions and other terms of any kind in respect of the Special Interest Group, whether express or implied, including warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement, are hereby excluded by and as to Fabacus to the full extent permitted by law.
8.2 Except as expressly provided for in the Addendum, Fabacus will not be responsible for any interruptions, delays, failures, or non-availability affecting the Special Interest Group which are caused by Third Party Sites or data providers (including Fabacus Syndication Partners and/or Fabacus’ hosting service provider), errors or bugs in third party software, hardware, or the internet on which Fabacus relies to provide the Special Interest Group, or any act or omission of you or another Participant. Fabacus reserves the right to modify, suspend, or discontinue the Special Interest Group at any time, and Fabacus will not be liable to you or to any third party should it exercise such rights.
8.3 Fabacus will not be liable to you, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss (in each case whether direct or indirect, unless otherwise stated) arising under or in connection with this Addendum in conditions that fall into any of the following categories: (a) loss of profit, goodwill, business, business opportunity, revenue, turnover, reputation, (b) anticipated saving; (c) wasted expenditure; (d) loss of or damage to data; (e) loss arising out of or in connection with any Third Party Sites, Third Party Data or Client Content as defined in the Agreement and/or (f) any special, indirect or consequential damage or loss, costs or expenses.
8.4 Fabacus’s total liability for any and all claims arising whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with this Addendum shall in all circumstances be limited to £50.
