Terms of Service
I. Acceptance of Terms
BY USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.
Overview. Claudius Legal Intelligence, Inc., owns and operates a website located at https://www.claudius.ai/ (and more specifically https://scholar.claudius.ai/, which is the website you are using) (Site) that provides the following services to you subject to these Terms of Service (Terms) that may be updated at any time without prior notification to you. The expressions “Claudius” or “Claudius LI” or “us” or “we” or “our” refer to Claudius Legal Intelligence, Inc., the owner of the Site, and its subsidiaries, affiliates, partners, agents, officers, directors, and employees. The expressions “you” or “your” refer to the user or viewer of the Site. These Terms apply to the Site at the above location.
BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU AGREE THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND ARE BOUND BY THESE TERMS AND CONDITIONS, AS DESCRIBED BELOW. Your use of the Service implies your consent to the Terms. It is your responsibility to check if there have been changes to the Terms of Service. We suggest that you bookmark this URL. Failure to comply with these Terms will result in restricted access, termination of your right to use the Site, Account suspension, or Account deletion at any time, without prior notice to you. YOU ACKNOWLEDGE AND AGREE THAT IF WE DISABLE ACCESS TO YOUR ACCOUNT BECAUSE OF A VIOLATION OF THESE TERMS, YOU MAY BE PREVENTED FROM ACCESSING THE SERVICES, YOUR ACCOUNT DETAILS, AND/OR ANY FILES OR CONTENT CONTAINED IN YOUR ACCOUNT. YOU AGREE TO USE THE SITE AT YOUR OWN RISK.
These Service Terms incorporate the Claudius Data Processing Addendum (“DPA”) as Section XII when the General Data Protection Regulation (GDPR) applies to your use of Claudius to process customer data (as defined in the DPA). You can view the DPA below.
II. Description of Services
This Site allows users to manage scholarly journals, submit manuscripts to scholarly journals, and perform tasks related to research and scholarship, including editing and drafting articles.
As part of our Services, we store manuscripts submitted by you, articles submitted by you, curriculum vitae from you, journal logos, encrypted credit card information, and any other information you or a journal submits, including, but not limited to, reviews from reviewers, editorships to journals, and any action you take on the site (collectively referred to as Content).
Functionality included in the Site includes converting uploaded manuscripts to PDF, storing submitted manuscripts, and a host of artificial intelligence and statistical and computational analyses pertaining to research and scholarship. This Site provides a public profile of various journals for authors to submit manuscripts through, and allows journal admin users to grant editors access to submitted manuscripts, submitted journals, and to manage scholarly publications through the review process by making final decisions to inform the author of whether (or to what extent) the article was accepted to be published in the journal. User functions, author functions, editor functions, and journal functions shall be collectively referred to as Services.
We reserve the right to charge you a reasonable fee for your account but may, in our discretion, allow you to register and access a free user account. Technical support is only available via email at email@example.com. We will use commercially reasonable efforts to respond to support questions within a reasonable amount of time not to exceed ten (10) business days during regular business hours.
We currently support two types of accounts:
- Free user accounts: This type of account allows you to submit articles, be a reviewer, be an editor of a journal, perform research, and other tasks that we permit from time to time.
- Paid journal accounts: From time to time, we may charge a fee to have an account.
We process payments through a security-certified credit card processor that complies with the Payment Card Industry Data Security Standard (PCI DSS). Questions about billing should be addressed to firstname.lastname@example.org.
III. Your Registration Obligations:
Your Account Responsibilities. If you open an account or otherwise use the Site in any way, then only you are entirely responsible for:
- maintaining the accuracy of your account information;
- maintaining the confidentiality of the information you hold for your account, including your password;
- any and all activity that occurs under your account(s) including but not limited to, content that you post, content that is posted by others who have accounts under your account;
- any activity that is a result of your failing to keep your account(s) information secure and confidential;
- compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Site, including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you reside;
- obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Site, including, without limitation, modems, hardware, server, software, Internet browsers operating system, networking, web servers, long distance and local telephone service, but excluding the email@example.com Site itself (collectively, “Equipment”) and ensuring that such Equipment is compatible with the Site; and
- using and maintaining the security of the Equipment.
We may be required to send you emails regarding your use of the Service. We will never ask you to submit personal information or verify your Account information in the form of an email. Should you receive any such communications, please do not respond, and forward it to firstname.lastname@example.org at once.
Impermissible Conduct. You shall not, in the use of the Site, violate any laws in your jurisdiction, including but not limited to, copyright laws. In addition, you understand that all Content, including, without limitation, all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, whether publicly posted or privately transmitted, are the sole responsibility of the user who posted the Content. We do not control Content posted via the Service and, as such, do not guarantee the validity of the Content. You also understand that by using the Site, you may be exposed to Content that is offensive, indecent, or objectionable. Should Content be found or reported to be in violation with, but not limited to, the following terms, we may, in our sole discretion, flag, restrict access, delete, terminate the Account, or take any other actions that we deem necessary.
As a user or viewer or the Site, you agree NOT to use the Site to:
- upload, post, troll, email, transmit, or otherwise make available any information, materials or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, offensive, invasive of another’s privacy, or promotes bigotry, racism, hatred for, or harm against any individual or group;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity;
- phish, collect, upload, post, email, transmit, or otherwise make available any login data and/or passwords for other web sites, software, or services;
- phish, collect, upload, post, email, transmit, or otherwise make available credit card information or other forms of financial data used for collecting payments;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site;
- upload, post, email, transmit, or otherwise make available any information, materials or other content that infringes another’s rights, including, but not limited to, any intellectual property rights;
- upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
- upload, post, email, transmit, or otherwise make available any material that contains software viruses, any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- use any manual and/or automated software, devices, or other processes to crawl, spider, or screen-scrape any web pages contained in the Site;
- reverse engineer, decompile, or disassemble any of the software used to provide the Site;
- reproduce, duplicate, copy, or exploit any other portion of the Site, without the express written permission of Claudius;
- interfere with the Site, or any servers or networks connected to the Site;
- disrupt the Site, or any servers or networks connected to the Site;
- disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
- obtain, collect, store, or modify the personal information about other users;
- modify, adapt, or hack the Site;
- falsely imply that some other site is associated with the Site or associated with Claudius; or
- use the Site for any illegal or unauthorized purpose.
Engaging in any activities listed above may result in account deletion with or without warning. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
IV. Institutional Account Services
This Site allows institutions to pay for manuscript submissions to journals hosted on Claudius.
Authors can register for “Institutional Accounts”, whereby they can enter email addresses for authors whose manuscript submissions to journals on Claudius they want to pay for. These authors can then submit manuscripts, incurring expenses for which the owner of the Institutional Account must pay.
A "submission" is defined as a single manuscript submitted to a single journal, so that a single manuscript submitted to 10 journals is equivalent to 10 submissions.
The price of submissions will be updated from time to time and is clearly marked on the submissions part of the Site. You have the option to purchase a credit package ("Credit Package") which offers you the ability to purchase submission fees in bulk. A Credit Package does not have an expiration date. No credits or refunds are given for unused Credit Package submission fees.
By creating an Institutional account, you agree that:
- You accept to the submission fee, with "submission" defined as a single article submitted to a single journal, so that a single manuscript submitted to 10 journals would equal 10 submissions;
- You will pay for manuscript submissions by authors whose emails or email domains you link to this account;
- You will receive a monthly invoice by email for all submissions charged to your account, or you will prepurchase funds for use.
Institutional account holders have two payment options:
- Automatic Billing: We will charge your credit/debit card automatically each month on the date that we issue you an invoice; or
- 2. Credit Packages: If you have purchased a Credit Package, we will charge your credit/debit card only once when you select and purchase the Credit Package. The amount you will be charged depends on how much you select.
You agree to indemnify and hold Claudius, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims, or expenses (including attorney’s fees), made against Claudius by any third party arising out of, or in connection with your use of the Site in violation of these terms and conditions or applicable law.
Claudius agrees to indemnify and hold you and your officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims, or expenses (including attorney’s fees), made against you by any third party claiming that the Site infringes upon such third party’s intellectual property rights.
VI. Modifications of Terms:
Except for Sections V, and VIII-X (discussed below), Claudius may, in our sole discretion and at any time, change, modify, add, or remove portions of these Terms. It is solely your responsibility to review these Terms for changes. Your continued use of the Site after any changes are posted shall mean that you accept and agree to the changes.
For Sections V, and VIII-X, Claudius may, in our sole discretion and at any time, change, modify, add, or remove portions of these Terms by providing no less than 90 days written notice of such changes to you which notice shall include all new or revised Terms. It is solely your responsibility to review these Terms for changes. Your continued use of the Site after such 90 days notice shall mean that you accept and agree to the changes
Claudius may, in our sole discretion, temporarily or permanently, modify or discontinue, the Site and Service, in whole or in part, with or without notice to you. Upon modification or discontinuation, Claudius will not reimburse subscription amounts or account fees that have been paid up to the date of modification or discontinuation.
Prices of all Sites, including but not limited to Service Period subscription fees and access to free accounts, are subject to change upon 90 days notice from Claudius. Such notice may be provided at any time by posting the changes to the Site.
Claudius shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Site.
VII. Termination of Accounts
By using the Site, you acknowledge and agree that we may, block, restrict, or terminate access; suspend or delete any Account; and flag or remove any Content found within the Service, for any reason, at any time, without prior notice. You acknowledge that we have no obligation to pre-screen or monitor your access to or use of the Site or any information, materials or other content provided or made available through Site, but have the right to do so. You agree that we may, in the exercise of our sole discretion, remove or delete any entries, information, materials or other content that violate these Terms or that is otherwise objectionable.
Cancellation. You may email us at email@example.com to cancel your account. You are solely responsible for properly canceling your account. Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. We cannot and will not recover this information for you once you cancel your Account. Cancellations will take effect immediately. If you have subscribed for a Paid Account, then upon the commencement of a new Service period, the Service will terminate without additional notice, and you will not be charged for any subsequent Service periods. You will not be provided any refunds for unused time on your Service period. If you have an Institutional Account, you will not be provided a refund for unspent funds (that is, funds that were contributed to a “Credit Package”).
Termination. We reserve the right to suspend or terminate your Account if you breach any of these Terms. In such case we may refuse to provide you any current or future use of the Site, or any other Claudius Services. Any termination of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. We cannot and will not recover this information for you once your account is terminated; however we may for a time retain residual information in our backup and/or archival copies of our database. Any legal obligations derived from any contracts, express or implied, shall terminate when we delete or purge your Account. In addition, you agree that we may restrict or eliminate access to the Service at any time without prior notice. We shall not be held liable to you or any third-party for any temporary or permanent termination of access to any or all parts of the Service. We shall not be responsible for refunding any fees for Paid Account subscriptions or Credit Packages or other funds or other features and services when an Account is terminated under these Terms.
Purging Inactive Accounts: We retain residual information in our backup and/or archival copies of our database. If you want us to delete your information then you must make a request by contacting us at firstname.lastname@example.org and we will make reasonable commercial efforts to delete your information as soon as possible after receiving that request. Without limiting the generality of the foregoing, by using the Service, you acknowledge and agree that we reserve the right to terminate and purge “Inactive Accounts” as part of our general housekeeping procedures in order to improve site efficiency and performance. This results in permanent removal of all related Content, including, but not limited to, original writing, artwork, design, photos, and links. We cannot be held accountable, in whole or in part, for any alleged damages or loss of profits flowing from the removal of that Content.
Inactive Accounts are defined as follows:
- the user has deleted the Account;
- the Account has been suspended for a minimum of 6 (six) months due to violation of these Terms;
- the user has not logged into the Account for a minimum of 6 (six) months.
Legal investigations: Claudius shall not be held responsible for retaining any user Content or information that has been deleted or purged during the ordinary course of business. Notwithstanding the above, we reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law and we may choose to retain content from Inactive Accounts under certain circumstances, including where we determine that the physical safety of a user may be at risk or where the information has been made the subject of a valid subpoena or lawful police investigation, as recognized under U.S. law. This shall not be interpreted as placing us under any obligation, express or implied, to take active measures to retain user information or Content until such time as it receives proper legal notice, as recognized under U.S. law.
VIII. Proprietary Rights
All Claudius code and specifications, and all other code and specifications for the Software and the operation of the Service, are subject to their express or implied licenses. You further acknowledge and agree that Content contained in advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
License Grants & Restrictions. Not limiting any proprietary rights that we may have in the Service, Site, or any necessary software under any applicable laws governing intellectual property, proprietary rights, and the like, we grant you a non-exclusive, non-transferable, limited privilege to access and use the Site, solely with supported browsers through the Internet for your own internal purposes, subject to these Terms. You shall not permit the Site to be used by or for the benefit of unauthorized third parties. Nothing in the Terms shall be construed to grant you any right to transfer or assign rights to access or use the Site. All rights not expressly granted to you are reserved by us and our licensors. Except as expressly authorized by Claudius or advertisers, you agree not to: (1) modify, rent, lease, sell, distribute, or make derivative works based upon the Site; or (2) reverse engineer or access the Site in order to (a) build a competitive product or service; (b) build a product using similar features, functions, or graphics of the Site; or (c) copy any features functions or graphics of the Site, in whole or in part. You further acknowledge and agree that, as between the parties, we own all right, title, and interest in and to the Site, including all intellectual property rights therein.
Proprietary Rights of Your Content. We claim no intellectual property rights over the material you provide to the Site. Your profile and materials uploaded remain yours. However, by setting your pages to be shared publicly, you agree to allow others to view and share any Content. We do not pre-screen Content, but we have the right (but not the obligation) in our sole discretion to refuse or remove any Content that is available via the Site. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify us at email@example.com and provide us with the following: (1) Identify the material on the Site that you claim is infringing, with enough detail so that we may locate it on the website; (2) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (3) A statement by you declaring under penalty of perjury that (a) the above information in your Notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; (4) Your address, telephone number, and email address; and (5) Your physical or electronic signature.
Claudius will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).
IX. Disclaimer of Warranties
Some states or other jurisdictions do not allow the exclusion of implied warranties, so the below exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
THE SERVICES, AND ALL MATERIALS, INFORMATION, AND SERVICES INCLUDED IN THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES WHATSOEVER.
WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES.
WE DO NOT WARRANT THAT (1) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (5) ANY ERRORS IN THE SITE WILL BE CORRECTED.
WE DISCLAIM ANY WARRANTIES FOR ANY INFORMATION, CONTENT, OR ADVICE OBTAINED THROUGH THE SERVICES BUT NOT INCLUDED IN THESE TERMS.
WE DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SITE.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE FORMS AND CONTENT ON THE SITE AND THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR LOSS OF DATA THAT RESULTS FROM THE SUBMISSION OR DOWNLOAD OF SUCH CONTENT.
X. Limitation of Liability
Some states or other jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the below exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY CLAIM RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OF, MISUSE OF, RELIANCE ON, PERFORMANCE OR NON-PERFORMANCE OF THE SITE OR SERVICE, OR THE INABILITY TO USE THE SITE OR SERVICE, OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, IS LINKED, OR IS RELATED IN ANY WAY TO THE SERVICES; (ii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES OR THE SITE (INCLUDING DAMAGES INCURRED BY THIRD PARTIES); (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE.
The Service, or relevant third parties, may provide links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse, nor are we responsible or liable for any content, advertising, products, or other materials that appear on such sites. You further acknowledge and agree that we shall not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by the use of, or reliance upon, any such content, goods, or services found on such other websites and resources.
Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, the remainder of the Terms will continue in full force and effect. These Terms constitute the entire agreement between the parties and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (including, but not limited to, any prior versions of the Terms). Any waiver of any provision of the Terms will be effective only if in writing and signed by an authorized representative of Claudius. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to, use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.
XII. Data Processing Addendum
These Service Terms incorporate the Claudius Data Processing Addendum (“DPA”) when the General Data Protection Regulation (GDPR) applies to your use of Claudius to process customer data (as defined in the DPA). You can view the DPA below.
XIII. Legal Service
Service of Process:
Claudius Legal Intelligence Inc. (“Claudius LI”) accepts service of process at the mailing address set forth below. Notices provided without compliance with this section shall have no legal effect.
Claudius Legal Intelligence, Inc.
c/o Corporation Service Company
251 Little Falls Drive
County of New Castle
Wilmington, DE 19808
Claudius LI does not accept service of process via email or electronic communications.
Claudius is contractually required to notify Users of requests for their information from third parties, unless prohibited by law from doing so. Claudius will provide Users with prompt written notice prior to any disclosure requests so that the Users may seek a protective order or other appropriate relief.
Claudius may seek reimbursement for costs associated with responding to requests for information as provided by law. Such fees will be calculated based upon the nature and volume of the data requested and any burdensome requirements imposed by the request. Labor costs and legal fees may be included in costs requiring reimbursement. Where permitted by law, Claudius LI may require a signed agreement with the third-party requesting User information outlining the nature of costs being incurred and a commitment to reimburse Claudius prior to producing requested information.
Last updated on January 17, 2024
Claudius Data Processing Addendum
This Data Processing Addendum (“DPA”) forms part of the Terms of Service entered into by and between the Customer and Claudius Legal Intelligence, Inc. (“Claudius”). The purpose of this DPA is to reflect the parties’ agreement with regard to the processing of personal data in accordance with the requirements of Data Protection Legislation as defined below.
In the course of providing the Site or Services to Customer, Claudius may process personal data on behalf of Customer. Claudius agrees to comply with the following provisions with respect to any personal data submitted by or for Customer to the Site or collected and processed by or for Customer through the Site.
Data Processing Terms
In this DPA, “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/279)), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction.
“data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “appropriate technical and organizational measures” shall be interpreted in accordance with applicable Data Protection Legislation;
The parties agree that the Customer is the data controller and that Claudius is its data processor in relation to personal data the Customer enters and that is processed in the course of providing the Site and Services (e.g., an institutional account administrator uploads email addresses of their faculty). Customer shall comply at all times with Data Protection Legislation in respect of all personal data it provided to Claudius.
The parties agree that Claudius is the data controller in relation to personal data entered by the data subject themselves (e.g. a user creating an account and uploading their name, email address, etc.). Claudius may also act as a controller of Customer-entered data. For example, we may need to use certain customer data for the legitimate interests of billing, customer support, and in the context of detecting problems within the Site.
In respect of personal data processed in the course of providing the Application Services, Claudius:
- shall process the personal data only in accordance with the documented instructions from Customer (as set out in this DPA or the Terms of Service) or via written instructions from the Customer (e.g. if the customer requests data be exported). If Claudius is required to process the personal data for any other purpose provided by applicable law to which it is subject, Claudius will inform Customer of such requirement prior to the processing unless that law prohibits this on important grounds of public interest;
- shall notify Customer without undue delay if, in Claudius's opinion, an instruction for the processing of personal data given by Customer infringes applicable Data Protection Legislation;
- shall implement and maintain appropriate technical and organizational measures designed to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected;
- may hire other companies to provide limited services on its behalf, provided that Claudius complies with the provisions of this Clause. Any such subcontractors will be permitted to process personal data only to deliver the services Claudius has retained them to provide, and they shall be prohibited from using personal data for any other purpose. Claudius remains responsible for its subcontractors’ compliance with the obligations of this DPA. Any subcontractors to whom Claudius transfers personal data will have entered into written agreements with Claudius requiring that the subcontractor abide by terms substantially similar to this DPA.
- shall ensure that all Claudius personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations sets out in this Clause;
- shall implement appropriate and reasonable technical and organizational measures to assist with the Customer’s obligation to respond to requests from data subjects under Data Protection Legislation (including requests for information relating to the processing, and requests relating to access, rectification, erasure or portability of the personal data);
- when the General Data Protection Regulation (Regulation (EU) 2016/279) comes into effect, shall take reasonable steps at the Customer’s request to assist Customer in meeting Customer’s obligations under Article 32 to 36 of that regulation taking into account the nature of the processing under this DPA;
- may transfer personal data from the EEA to the US for the purposes of this DPA;
- If Claudius becomes aware of any accidental, unauthorized or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that is processed by Claudius in the course of providing the Site or Services (an “Incident”) it shall without undue delay notify Customer and provide Customer (as soon as possible) with a description of the Incident as well as periodic updates to information about the Incident, including its impact on Customer Content. Claudius shall additionally take action to investigate the Incident and reasonably prevent or mitigate the effects of the Incident.