Membership terms

Updated: August 29, 2023

These Dryad Terms of Membership (these “Terms”) set forth the terms and conditions of Membership in Dryad, a nonprofit corporation under the laws of North Carolina, USA.

Capitalized terms used herein shall have the meanings ascribed to such terms on the Definitions page.

Background

Dryad is a not-for-profit membership organization that makes it easy and affordable to curate, preserve, Publish, and reuse Research Data; and to meet your organization’s needs for the public release of data and fulfilling funder mandates. Our vision is that the open availability and routine reuse of all research data enables the acceleration of discovery across domains and the translation of research into benefits for society worldwide. To that end, Dryad:
- enhances research by making data openly available and reusable;
- enables Datasets to be widely indexed and discoverable;
- assigns and registers Identifiers that point to or give context to Datasets on the Dryad Website;
- tracks the usage of Datasets, and promotes data citation and reuse as a metric of scholarly credit;
- makes data both accessible today and preserved for use in the future;
- respects and protects the privacy of its users; and
- generally, meets the needs of its stakeholders for a trustworthy data curation and publication service.
All of the above functions and offerings, including associated systems, hardware, software, and know-how, are referred to in these Terms of Membership (these “Terms”) as the “Dryad Infrastructure and Services.”

When you join Dryad as a Member you join a community of organizations committed to leading in best practices for open data publishing.

Additional information on Membership can be found on our Join us page.
Membership in Dryad is open to organizations that produce or fund Research Data, as well as organizations that invest in the development of open infrastructure and open research services. Members must meet the Terms of Membership established from time to time by Dryad. Together with the Dryad Governing Documents, these Terms govern Membership in Dryad.
By completing a Membership Agreement, the organization agrees to be bound by these Terms and, upon receipt of the first Annual Fee, the organization becomes a Member.

Terms

Member’s Rights. Subject to these Terms, the Dryad Governing Documents, and Dryad’s policies as promulgated by Dryad’s board and staff and made available on the Website from time to time, the Member shall:
1. be entitled to use the Dryad Infrastructure and Services as set forth herein; and
2. have the governance rights afforded to Members in the Dryad Governing Documents.
Member’s Obligations, Representations and Warranties
1. The Member represents and warrants that it has the authority to enter into the Membership Agreement (including, without limitation, these Terms), and to bind itself to the Terms herein.
2. The Member further represents and warrants that it has caused the Membership Agreement to be executed by a duly authorized representative.
3. The Member is responsible for informing Dryad of any changes to its contact information in the Membership Agreement.
4. Members may not Submit Datasets on behalf of its affiliated researchers without the express permission and full knowledge of the author of the Dataset or a researcher collaborating with the author(s), including explicit agreement to the Dryad Terms of submission and use.
Fees. The Member shall pay Fees described in this Section 3. These Terms refer to Annual Fees and Data Publication Fees collectively as “Fees”.
1. Annual Fee. The Member is responsible to pay an annual membership fee (the “Annual Fee”). The Annual Fee for a Member’s first year of membership is invoiced as a prorated amount for the Member’s initial calendar year of Membership, to be paid in full for Membership. Thereafter, the Annual Fee is invoiced as at the beginning of each calendar year . Payment terms are 30 days from the date of the invoice.
2. Data Publication Fees. Dryad may charge Members a Data Publication Fee (collectively, “Data Publication Fees”) to Publish Datasets with Dryad, as more fully described on the Website from time to time. Data Publication Fees are invoiced on a quarterly basis. Payment terms are 30 days from the date of the invoice.
Intellectual Property Rights.
1. Dryad Intellectual Property. The Member acknowledges that, as between itself and Dryad, Dryad has all right, title, and interest in and to the Dryad Infrastructure and Services, including all copyrights, database compilation rights, trademarks, trade names, and other intellectual property rights, currently in existence or later developed. The Member shall not delete or modify any of Dryad’s logos or notice of intellectual property rights on documents, online text or interfaces made available by Dryad. Dryad owns the service marks Dryad, Dryad Data, and the Dryad logos appearing on the Dryad Website.
2. Permitted Uses of Dryad Intellectual Property. Members are welcome to use screenshots, the Dryad name and other Dryad trademarks (such as the Dryad logo) for informational purposes only. Content other than Datasets on the Dryad Website and blog is available for reuse with attribution under a Creative Commons CC-BY 4.0 license.
3. Prohibited Uses Dryad of Intellectual Property. Members may not use trademarks associated with Dryad (including, without limitation, the Dryad logo) to imply an association or endorsement by Dryad without prior written consent.
Use of Marks. Dryad may use the Member’s name(s) and mark(s) to identify the Member’s status as a Member of Dryad. The Member may identify itself as a Dryad Member by placing the Dryad marks on its website.

Maintenance of the Dryad Infrastructure and Services. Dryad shall use commercially reasonable efforts to maintain the Dryad Infrastructure and Services and to make it continually available for use by Members. Dryad will meet the following service levels, response and resolution times:

Error	Description	Response time	Resolution time
Critical	Issue preventing users from viewing Metadata and/or downloading Datasets.	24 hours	72 hours
Significant	Issue preventing users from creating a Submission	72 hours	1 week
Minor	Issue affecting some other portion of Dryad’s services.	72 hours	As resources allow

Security, Business Continuity and Disaster Recovery. Full backup copies of Datasets are stored in multiple secure facilities in 3 geographic regions offsite. Dryad shall have in place and comply at all times with the relevant provisions of a business continuity and disaster recovery plan aligned with current industry standards, (e.g.., ISO 22301 (or equivalent). Upon Member’s reasonable request, Dryad shall provide Member with a copy of its business continuity and disaster recovery plan and evidence of business continuity and disaster recovery testing and results each year.
Accessibility. Dryad warrants that the Dryad Infrastructure and Services complies with federal disabilities laws and regulations, and conform to the accessibility requirements of Web Accessibility Initiative, Web Content Accessibility Guidelines (WCAG) 2.1 at level AA.
Term, These Terms shall remain in effect until and unless superseded by updated Dryad Terms of Membership amended as set forth in Section 17 below.
Termination of Membership; Effect.
1. Termination of Membership. A Member’s Dryad Membership may be terminated:
  1. By the Member for convenience upon 30 days’ written notice to Dryad;
  2. By the Member for cause (1) in the event of Dryad’s material breach of these Terms, which breach remains uncured following 45 days’ notice from the Member to Dryad (or is by its nature incapable of cure) or (2) in the event Dryad provides notice of a material amendment to these Terms pursuant to the provisions of Section 17 hereof, and the Member provides notice to Dryad within 60 days of such notice of the Member’s objection to such an amendment and its intention to terminate; and
  3. By Dryad upon written notice to the Member, in accordance with the Dryad Governing Documents, including (1) a misrepresentation in the Member’s Membership Agreement; (d) legal sanctions or judgments against the Member or its home country; (3) fraudulent use of Identifiers or Datasets; (4) failure to pay Fees due; or (5) any other basis set forth in the Dryad Governing Documents.
2. Review of Termination of Membership. Except where termination is on account of nonpayment of Fees, the Executive Committee of Dryad’s board shall review and ratify any Dryad decision to permanently terminate a Member’s Membership or any significant Membership benefit, within 10 days of such decision. As part of this review, the Member will have an opportunity to be heard under such reasonable procedures as the board may determine in its good faith. Dryad or Member may petition the Executive Committee to review and ratify any Dryad decision temporarily restricting the Member’s access to or use of the Dryad Infrastructure and Services for a limited period, and the Executive Committee shall determine in its sole discretion whether to conduct such a review.
3. Effect of Termination of Membership. An outgoing Member shall not be entitled to a refund of any Fees that have been paid or waiver of any Fees that have accrued, except that a Member will be entitled to a refund of any prepaid Fees representing the remaining portion of the then-current term of such Member’s Membership in the event of a termination for cause pursuant to Section 8(a)(ii) above. Termination of Membership shall have no adverse effect on Dryad’s intellectual property rights. Following termination of its membership, an outgoing Member shall have no further obligation to deposit Datasets within Dryad, and Dryad shall have no further obligation to curate, Publish or assign and register Identifiers within the Dryad Infrastructure and Services. With respect to Datasets deposited and Identifiers registered prior to such termination: (i) Dryad shall have the right to keep, maintain, and use such Datasets and Identifiers within the Dryad Infrastructure and Services; and (ii) the obligations of the Member set forth in Section 2(d) of these Terms will survive.
Enforcement. Dryad shall take reasonable steps to enforce these Terms, provided that Dryad shall not be obligated to take any action with respect to any Dataset that is the subject of an intellectual property dispute, but reserves the right, in its sole discretion, to remove or suspend access from, to or through such Dataset or to take any other action it deems appropriate.
Governing Law. This agreement shall be governed by and construed in accordance with the laws of the applicable governing body, without regard to conflicts of laws principles or the location of the parties. The parties agree that they will not identify any specific jurisdiction for the resolution of any disputes or claims arising out of or relating to this agreement.
Disputes.
1. Alternative Dispute Resolution. The Member shall promptly notify Dryad of any claim, dispute or action, whether against other Members or Dryad, related to these Terms or any Datasets or Identifiers. Pursuant to the Commercial Arbitration Rules of the American Arbitration Association, a single arbitrator reasonably familiar with the data publishing, open infrastructure and internet industries shall settle all claims, disputes or actions of any kind arising from or relating to the subject matter of these Terms between Dryad and the Member. The decision of the arbitrator shall be final and binding on both parties, and may be enforced in any court of competent jurisdiction.
2. Injunctive Relief. Notwithstanding Section 11(a), no party shall be prevented from seeking injunctive relief in anticipation, but not in any way in limitation, of arbitration. The Member acknowledges that the unauthorized deposit or use of Datasets would cause irreparable harm to Dryad, the Dryad Infrastructure and Services, and/or other Members, that could not be compensated by monetary damages. The Member therefore agrees that Dryad may seek injunctive relief to remedy any actual or threatened unauthorized Submission or use of Datasets.
Disclaimer. The Dryad Infrastructure and Services is made available to Members and other Users on an “AS IS” basis. Except as set forth herein, and to the maximum extent permitted by law, Dryad makes no representations or warranties, expressed or implied, including, without limitation, (i) implied warranties of accuracy, quality, performance, compatibility, merchantability, and/or fitness for a particular purpose; (ii) that any such Dataset or other material is free from personally identifiable, sensitive, infringing, errors, illegal data or material, viruses or other harmful components; and (iii) that any such Dataset or other material not suffer loss, corruption, interruption or destruction.
Mutual Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES RESULTING FROM ANY BREACH OF THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEPT WHERE SUCH DAMAGES ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY MEMBER TO DRYAD UNDER THIS AGREEMENT.
Mutual Indemnification. Each party agrees to indemnify and hold harmless the other party, its affiliates, officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this agreement or any negligent or wrongful act or omission of the indemnifying party or its agents or employees.
Taxes. The Member is responsible for all sales and use taxes imposed, if any, with respect to the services rendered or products provided to the Member hereunder, other than taxes based upon or credited against Dryad’s income.
Other terms.
1. Independent Contractors. These Terms will not create or be deemed to create any agency, partnership, employment relationship, or joint venture between Dryad and any Member. The Member shall not have any right, power or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind, Dryad.
2. No Third-Party Beneficiaries. Except to the extent expressly set forth herein, neither party intends that these Terms shall benefit, or create any right or cause of action in or on behalf of, any person or entity other than Dryad and the Member.
3. No Assignment. A Member may not assign, subcontract or sublicense the Terms without the prior written consent of Dryad, and any attempted assignment in violation of the foregoing shall be void.
4. Notices. Written notice under these Terms shall be given as follows:
  1. If to Dryad: by emailing community@datadryad.org addressing Ms. Jennifer Gibson, Executive Director.
  2. If to a Member: To the name and email address designated by the Member as the Primary Contact in such Member’s Membership Agreement. This information may be changed by the Member by giving notice to Dryad by email at community@datadryad.org. The Member shall also designate a billing contact, and advise Dryad of any changes to such information.
  3. Survival. Sections (and the corresponding subsections, if any) 2(d), 4, 8, 9, 10, 11, 12, 13, 15 and any other provisions that by their express terms or nature survive, and any rights to payment, shall survive the expiration or termination of these Terms.
  4. Headings. The headings of these sections and subsections used in these Terms are included for convenience only and are not to be used in construing or interpreting these Terms.
  5. Severability. If an provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms will not be affected thereby and will be binding upon the parties and will be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in these Terms.
Entire Agreement. These Terms, together with any Addenda or Terms executed between Dryad and a Member, constitute the entire agreement between Dryad and such Member with respect to the subject matter hereof, and supersede any prior or contemporaneous oral or written agreements. The “Background” section at the beginning of these Terms forms a part of these Terms and is incorporated by reference herein.
Amendment. These Terms may be amended by Dryad, via updated Terms posted on the Website and emailed to each Member no fewer than sixty (60) days prior to effectiveness. By using the Dryad Infrastructure and Services after the effective date of any such amendment hereto, the Member accepts the amended Terms. These Terms may also be amended by mutual agreement of a Member and Dryad by execution of Addendum of Terms.
Data Privacy. By providing Dryad with personal data which was provided to the Member by a natural person(s), including Member staff (the “origin party”), the Member guarantees that:
1. the Member collected and processed the data in accordance with applicable law, including the General Data Protection Regulation;
2. the Member acquired the origin party’s informed consent to share the data with Dryad;
3. the Member acquired the origin party’s consent for the data to be transferred to the United States for processing.
The Member further agrees that it will maintain appropriate mechanisms to ensure that it will provide natural person(s) whose personal data it provides to Dryad with a means to have access to, to correct, and to delete such data and understands that the burden is on the Member to communicate such corrections or deletions to Dryad.

Dryad represents and warrants that:
1. Dryad shall not use, and not allow the use of, any information relating to an identifiable person for any purpose other than the performance of services for Members and Users, and shall limit access to information relating to an identifiable person to Dryad’s employees and contractors who have a specific need for such access in order to perform services under the Agreement.
2. Dryad shall reasonably assist Members as necessary in complying with requests from an Authorized User to retrieve, delete, or amend any personally identifiable information relating to that Authorized User within Provider’s systems.
3. Dryad shall promptly notify Members of any event that creates a substantial risk of unauthorized acquisition or use of personally identifiable information or of other harm to any person whose personally identifiable information is involved in the event, and reasonably cooperate with Members in the remediation of such event.
4. Dryad shall enforce and be responsible for compliance by all its employees and contractors with the requirements of these Terms and all confidentiality obligations to Members.
Compliance. Each of the Member and Dryad shall perform under this Agreement in compliance with all laws, rules, and regulations of any jurisdiction which is or may be applicable to its business and activities, including anti-corruption, copyright, privacy, and data protection laws, rules, and regulations.

The Member warrants that neither it nor any of its affiliates, officers, directors, employees, or members is (i) a person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”), (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, any such person; (iii) a department, agency, or instrumentality of the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC; or (iv) is subject to sanctions by the United Nations or the European Union.
Incorporation by Reference. The provisions of Dryad’s Publication policies, obligations & warranties and the related definitions (unless otherwise specified herein) are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein.