1. in any manner or for any purpose other than expressly permitted herein;
2. in breach of any applicable laws and regulations;
3. in any manner that could damage, disable, overburden, or impair any of our services, or networks, or interfere with any other party’s use and enjoyment of the Data, the Portal, and/or the contents, services or functions of or in the Portal.

1. any unlawful, illegal, fraudulent, defamatory, libelous, pornographic, obscene, profane, abusive, offensive, threatening or otherwise objectionable information of any kind; or
2. any advertisements, solicitations, investment opportunities or other schemes or unsolicited commercial communication, or engage in spamming or phishing; or
3. any information or software which contains any virus, contaminating or destructive properties or other harmful components.

1. processing your registration;
2. managing your Account;
3. conducting due diligence;
4. administering, managing, operating and maintaining the Portal and related support, facilities and systems;
5. exercising our rights under the terms of this Agreement;
6. designing new features or functionalities to improve the Portal and related services;
7. conducting analysis;
8. communicating with you;
9. investigating complaints and preventing or detecting crime; and
10. complying with laws and/or regulations.

You agree that we can transfer or disclose such personal data to any of the Data Providers and/or to any of our service providers, agents, advisors, for any of the purposes mentioned above, on a need-to-know basis, provided that such recipients are under a duty of confidentiality.

During the Term of this Agreement, you can only access and use any Open Data and/or Controlled Data solely for the following non-commercial purposes for ninety (90) days subject to the terms and conditions herein:

1. research; and/or
2. rapid experience; and/or
3. proof of concept; and/or
4. hackathons & events; and/or
5. any other purposes as HKSTP may from time to time deem appropriate and notify you in writing.

Provided that any use of Controlled Data shall be subject to the prior approval of the relevant Data Provider.

1. During the Term of this Agreement, you can only access and use any POC Data provided that you already have a separate registered Account for access of POC Data;
2. You can only use the POC Data in accordance with the terms of this Agreement and any other terms which may be imposed by the relevant POC Data Provider and/or HKSTP from time to time;
3. All POC Data shall only be used solely for the purpose of the Project to which you as a POC Data User have agreed with the respective POC Data Provider;
4. No POC Data shall be removed from or transferred out from the Portal.

In relation to the access and/or use of any Data, you undertake:

1. to access, use or otherwise deal with the Data solely in accordance with the terms and conditions stipulated herein;
2. to keep the Data strictly confidential pursuant to Clause 12;
3. not to disclose, sell, further sub-licence and/or transfer in whatsoever manner the Data to any third parties or otherwise dealing with the same in any manner other than as permitted herein;
4. to delete all the Data in your possession within five (5) days from the termination of this Agreement for whatever reason, or in the case of any POC Data, within five (5) days from the date of completion of the relevant Project or the termination of this Agreement, whichever is earlier;
5. not to retain and/or store any of the Data except with the prior written consent of HKSTP. HKSTP may (subject to prior consent of Data Providers) grant (subject to any conditions as HKSTP considers appropriate) or withhold any consent at its sole and absolute discretion without the need to give any reasons. If no consent is granted by HKSTP or the Data Providers, you undertake to forthwith delete the Data pursuant to Clause 4.3(iv);
6. to immediately and voluntarily report to HKSTP of any Software Applications that you may consider applying, or are aware of any possibility of applying by any third parties, for IPRs thereof; and
7. not to make any applications for IPRs in respect of any Software Applications developed from any Data without the prior written consent of HKSTP, and HKSTP may grant (subject to any conditions as HKSTP considers appropriate) or withhold any consent at its sole and absolute discretion.

1. your intention or proposals to transfer to any third parties; or
2. any offer that you received from any third parties on the purchase of; any IPR in the Software Applications within the Right of First Refusal Period specifying the price and other terms and details of such sale or transfer. HKSTP will inform the relevant Data Providers and their nominees of the receipt of your Offer Notice accordingly.

1. you are duly authorised and empowered (if applicable) to enter into this Agreement;
2. you bind yourself to the terms of this Agreement; and
3. you have obtained all necessary approvals, consents and authorisations (if any) to enter into and perform your obligations under this Agreement.

1. your access and/or use of the Data, the Portal and/or the contents, services or functions of or in the Portal;
2. your breach to this Agreement;
3. your violation of any rights of another person or entity including any IPRs;
4. your breach of any laws and/or regulations.

You must not enter into any settlement that purports to bind us or any of the Data Providers without our prior written consent.

1. where the context so admits, the use of the singular includes the plural and the use of the plural includes the singular and reference to any one gender imports a reference to the masculine, feminine and neuter genders;
2. references to a Clause are to a Clause of this Agreement except where otherwise stated;
3. headings to Clauses are for the purpose of information and identification only and do not form part of this Agreement;
4. references to a “person” include any individual person, partnership, firm, company, body corporate or corporation or organization;
5. where an act is required to be done within a specified number of days after or from a specified date, the period is inclusive of and begins to run from the date so specified; and
6. any reference to “laws and/or regulations, statutes or ordinances” includes (a) any laws, statutes, ordinances, subsidiary or subordinate legislation, rules, regulations and orders made by any governmental, statutory, public or competent authority in Hong Kong, and (b) any rules or civil and common law and equity; and (c) any rules and licensing requirements of any governmental or other competent authority, as the same may from time to time be modified or amended.

“Account” means the account to be opened and maintained by you in accordance with Clause 3.1.

“API” means the various APIs uploaded by Data Provider onto the Portal to be shared with Data Users and/or HKSTP and/or HKSTP Affiliates and/or for use by certain approved Data Users.

“Controlled Data” means those Data which requires prior approval from the Data Provider before any User can access and/or use.

“Data” means any data uploaded by the Data Provider onto the Portal to be shared with Data Users and/or HKSTP and/or HKSTP Affiliates and includes Open Data, Controlled Data, POC Data and General Information.

“Data Onboarding Form” means the form stipulated by HKSTP which any Data Provider is required to complete for the purposes of uploading the Data and/or the API(s) onto the Portal.

“Data Provider” or “You” or “you” or “yours” means the owner of the Data who wants to deposit the Data and/or the API(s) onto the Portal for sharing of the Data and/or the API(s)with the Data Users and/or HKSTP and Data Provider could also be a Data User with respect to Data and/or the API(s) shared by HKSTP and/or other Data Providers.

“Data User” means a user who has a registered Account with HKSTP for the purpose of obtaining access to the Data and/or the API(s).

“General Information” means those Data which can be accessed by anyone without the need to have any registered Account with HKSTP.

“HKSTP”, “we”, or “us” means Hong Kong Science and Technology Parks Corporation and “our” have the corresponding possessive meaning accordingly.

“HKSTP Affiliates” or “our Affiliates” means HKSTP’s agents or licensors, and their respective agents, officers, affiliates and employees.

“Intellectual Property Rights” or “IPR” means patents, trade marks, service marks, trade names, design rights, copyright, domain names, database rights, rights in know-how, new inventions, designs or processes and other intellectual property rights whether now known or created in future (of whatever nature and wherever arising) and in each case whether registered or unregistered and including applications for the grant of any such rights.

“Open Data” means those Data stipulated by Data Provider in the Data Onboarding Form which may be shared with all registered Data Users of the Portal.

“POC Data” means those Data stipulated in the Data Onboarding Form which may only be shared with certain Data Users designated by Data Provider in such Form and shall only be used for the relevant Project.

“Portal” means the virtual data studio established by HKSTP for the sharing of Data and APIs and includes all the designated spaces inside such studio for the deposit of POC Data and/or the API(s).

“Project” means a particular project to be jointly engaged by the Data Provider and certain Data Users using POC Data.  Such project includes, without limitation, trial, research, testing and hackathon.

“Software Applications” means any computer software programmes and applications, and components and modules thereof, and any source code whatsoever developed, generated and/or derived from or with the assistance of POC Data under the Project;

“Software Applications Records” has the meaning under Clause 5.2.

“Term” means the term of this Agreement specified in Clause 8.1.

1. in any manner or for any purpose other than expressly permitted herein; and/or
2. in breach of any applicable laws and regulations; and/or
3. in any manner that could damage, disable, overburden, or impair any of our services, or networks, or interfere with any other party’s use and enjoyment of the Data, the API(s), the Portal, and/or the contents, services or functions of or in the Portal.

1. any unlawful, illegal, fraudulent, defamatory, libelous, pornographic, obscene, profane, abusive, offensive, threatening or otherwise objectionable information of any kind;
2. any advertisements, solicitations, investment opportunities or other schemes or unsolicited commercial communication, or engage in spamming or phishing; or
3. any information or software which contains any virus, contaminating or destructive properties or other harmful components.

1. by Data Provider uploading the Data and/or the API(s) directly onto a space designated by HKSTP on the Portal;
2. by Data Provider posting a link on the Portal for accessing the Data and/or the API(s) at a location outside of the Portal;
3. by Data Provider authorizing HKSTP to upload the Data and/or the API(s) on the Portal; and/or
4. by Data Provider providing a link for HKSTP to post it onto the Portal for accessing the Data and/or the API(s) at a location outside of the Portal.

1. any of your intention or proposal to transfer any IPR of the Software Applications to any third parties; or
2. any offer that you received from any third parties on the purchase of any IPR in the Software Applications within the Right of First Refusal Period specifying the price and other terms and details of such sale or transfer.

1. it has obtained all the necessary authorisations and approvals in order to lawfully enter into and exercise its rights and perform its obligations under this Agreement and shall at all times comply with all applicable laws and regulations relating to the deposit and use of the Data, the API(s), the Portal and/or the contents, services or functions of or in the Portal;
2. the Data and/or the API(s) is original and does not infringe any IPRs of any third party;
3. you have obtained all requisite licences, consents or permits to deposit and share the Data and/or the API(s) on the Portal in accordance with the terms herein and the Data Onboarding Form;
4. you will be responsible for managing and maintaining the quality of all Data and/or the API(s) that you deposit;
5. you will update your Data and/or the API(s) from time to time so that it is useful and timely for the Data Users; and
6. you agree to provide reasonable assistance, including feedback and responses to Data Users and to HKSTP whether through completion of questionnaires or otherwise.

1. where the context so admits, the use of the singular includes the plural and the use of the plural includes the singular and reference to any one gender imports a reference to the masculine, feminine and neuter genders;
2. references to a Clause are to a Clause of this Agreement except where otherwise stated;
3. headings to Clauses are for the purpose of information and identification only and do not form part of this Agreement;
4. references to a “person” include any individual person, partnership, firm, company, body corporate or corporation or organization; and
5. Where an act is required to be done within a specified number of days after or from a specified date, the period is inclusive of and begins to run from the date so specified.