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Dryad

Partner Terms of Service

Updated: May 20, 2025

These Terms of Service (these “Terms”) set forth the terms and conditions applicable to entities who enter into a partnership agreement with Dryad, a non-profit corporation.

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

Background

  1. Dryad is a non-profit 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 as the “Dryad Infrastructure and Services.”

  2. Dryad Partners are invested in the reliable curation, publication and preservation of Research Data. Partners must meet the Terms established by Dryad, as amended. Together with the Partnership Agreement, these Terms govern the relationship with Dryad.

  3. By entering into a Partnership Agreement (“Agreement”) with Dryad, the partner entity agrees to be bound by these Terms and, upon receipt of payment for the first Annual Service Fee, the entity becomes a Partner of Dryad.

Terms

  1. Partner Rights. Subject to these Terms and Dryad’s policies, as promulgated by Dryad’s board and staff and made available on the Website from time to time, the Partner shall be entitled to use the Dryad Infrastructure and Services as set forth herein.

  2. Partner Obligations, Representations and Warranties.

    1. The Partner represents and warrants that it has the authority to enter into the Agreement (including, without limitation, these Terms), and to bind itself to the Terms herein.
    2. The Partner further represents and warrants that it has caused the Agreement to be executed by a duly authorized representative.
    3. The Partner is responsible for informing Dryad of any changes to its contact information in the Agreement.
    4. Partners 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 End User Terms of Service.

  3. Fees. The Partner shall pay Fees as calculated in the Fee Schedule. These Terms refer to Annual Service Fees and Data Publishing Charges collectively as “Fees”.

    1. Annual Service Fee. The Partner is responsible to pay an annual fee (the “Annual Service Fee”). The annual fee for the Partner’s first year of the Partnership Agreement is invoiced as a prorated amount for the initial calendar year under the Agreement, to be paid in full. Thereafter, the Annual Service Fee is invoiced as at the beginning of each calendar year. Payment must be made within thirty (30) days from the date of the invoice. Annual Service Fees for years following the initial year may be prepaid for up to three (3) years.
    2. Data Publication Fees. Dryad may charge partners a Data Publication Fee (collectively, “Data Publication Fees”) to Publish Datasets with Dryad, as more fully described in the Fee Schedule from time to time. Data Publication Fees are invoiced on a quarterly basis. Payment must be made within thirty (30) days from the date of the invoice.
    3. Fee Schedule. Dryad reserves the right to adjust the Fees, as set forth in the Fee Schedule, annually. Fees will be calculated annually based on the actual metrics from the preceding calendar year, in accordance with the tiered structure set forth in the Fee Schedule. For each renewal period, the applicable fee tier will be determined by the prior year's actual data volume, publishing revenue, or other relevant metric, as specified in the Fee Schedule. Adjustments to Fees, if any, will be reflected in the invoice for the subsequent year.

  4. Intellectual Property Rights.

    1. Dryad Intellectual Property. The Partner 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 Partner 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 trademarks and service marks Dryad, Dryad Data, and the Dryad logos appearing on the Dryad Website.
    2. Permitted Uses of Dryad Intellectual Property. Partners 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. Partners 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.

  5. Use of Partner Marks. Dryad may use the Partner’s name(s) and mark(s) to identify the Partner’s status as a Partner of Dryad. The Partner may identify itself as a Dryad Partner by placing the Dryad marks on its website.

  6. 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 Partners. 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

  7. Security, Business Continuity and Disaster Recovery. Full backup copies of Datasets are stored in multiple secure facilities in three (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 the Partner’s reasonable request, Dryad shall provide a copy of its business continuity and disaster recovery plan and evidence of business continuity and disaster recovery testing and results each year.

  8. 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) 2.2 at level AA.

  9. Term. These Terms shall remain in effect until and unless superseded by updated Dryad Terms of Service amended as set forth in Section 20 below.

  10. Termination of Agreement; Effect.

    1. Termination of Agreement. The Agreement may be terminated:
      1. At the end of the then-current term by the Partner for convenience, provided, that the Partner gives at least ninety (90) days’ written notice to Dryad before the end of the then-current term;
      2. By the Partner for cause (1) in the event of Dryad’s material breach of these Terms, which breach remains uncured following forty-five (45) days’ notice from the Partner 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 20 hereof, and the Partner provides notice to Dryad within sixty (60) days of such notice of the Partner’s objection to such an amendment and its intention to terminate; and
      3. By Dryad upon written notice to the Partner, in the event of: (1) a misrepresentation by Partner in the Agreement; (d) legal sanctions or judgments against the Partner in the US or its home country; (3) fraudulent use of Identifiers or Datasets by the Partner; (4) the Partner’s failure to pay Fees due; or (5) any other material breach of the Agreement.
    2. Review of Termination of Agreement by Dryad for Cause. 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 the Agreement or any significant partner benefit, within ten (10) days of such decision. Dryad or Partner may also petition the Executive Committee to review any Dryad decision temporarily restricting the Partner’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. The Executive Committee decision in any such matter is final.
    3. Effect of Termination of Agreement.
      1. An outgoing Partner 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 Partner will be entitled to a refund of any prepaid Fees representing the remaining portion of the then-current term under the Agreement in the event of a termination for cause pursuant to Section 10(a)(ii) above.
      2. Termination of the Agreement shall have no adverse effect on Dryad’s intellectual property rights. Following termination of the Agreement, an outgoing Partner 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.
      3. 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 Partner set forth in Section 2(d) of these Terms will survive.
      4. Upon giving notice of its decision to terminate the Agreement pursuant to 10(a)(i) above, unless otherwise agreed by the parties, the outgoing Partner shall not submit or deposit any new Datasets with Dryad.
      5. With respect to Datasets in progress in the event of expiration or termination of the Agreement, the Partner will be charged the applicable Data Publication Fees for the Dataset(s), and a pro-rated Annual Fee for the portion of the year until the Dataset(s) is/are Published; payment of such Fees is due within thirty (30) days of invoice.
    4. Cancellation Fee. If a Partner receives a discount for a multi-year term and the Agreement is terminated early pursuant to Section 10(a) the Partner must pay Dryad a cancellation fee in the amount equivalent to the Annual Fee pursuant to the Fee Schedule minus the discounted amount actually paid by the Partner for the year in which the termination occurs.

  11. 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.

  12. Governing Law. These Terms shall be interpreted, governed and enforced under the laws of North Carolina, USA, without regard to its conflict of law rules. All claims, disputes and actions of any kind arising out of or relating to these Terms shall be settled in Raleigh, North Carolina, USA.

  13. Disputes.

    1. Alternative Dispute Resolution. The Partner shall promptly notify Dryad of any claim, dispute or action, whether against other partners 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 Partner. 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 13(a), no party shall be prevented from seeking injunctive relief in anticipation, but not in any way in limitation, of arbitration. The Partner acknowledges that the unauthorized deposit or use of Datasets would cause irreparable harm to Dryad, the Dryad Infrastructure and Services, and/or other Partners, that could not be compensated by monetary damages. The Partner therefore agrees that Dryad may seek injunctive relief to remedy any actual or threatened unauthorized Submission or use of Datasets.

  14. Disclaimer. The Dryad Infrastructure and Services is made available to Partners 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.

  15. 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 PARTNER TO DRYAD UNDER THIS AGREEMENT.

  16. 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.

  17. Taxes. The Partner is responsible for all sales and use taxes imposed, if any, with respect to the services rendered or products provided to the Partner hereunder, other than taxes based upon or credited against Dryad’s income.

  18. 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 Partner. The Partner 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 Partner.
    3. No Assignment. A partner 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 director@datadryad.org addressing Ms. Jennifer Gibson, Executive Director.
      2. If to the Partner: To the name and email address designated by the Partner as the Primary Contact in the Agreement. This information may be changed by the Partner by giving notice to Dryad by email at partnerships@datadryad.org. The Partner 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), 3, 4, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19 and 23 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 any 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.

  19. Entire Agreement. These Terms, together with the Agreement and any Addenda or other contract executed between Dryad and the Partner, constitute the entire agreement between Dryad and the Partner 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.

  20. Amendment. These Terms may be amended by Dryad, via updated Terms posted on the Website and emailed to each Partner 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 Partner accepts the amended Terms. These Terms may also be amended by mutual agreement of a Partner and Dryad by execution of an Addendum of Terms.

  21. Data Privacy. By providing Dryad with personal data which was provided to the Partner by a natural person(s), including Partner staff (the “origin party”), the Partner represents, warrants, and guarantees that:

    1. the Partner collected and processed the data in accordance with applicable law, including the General Data Protection Regulation and the Federal Policy for the Protection of Human Subjects;
    2. the Partner acquired the origin party’s informed consent to share the data with Dryad;
    3. the Partner acquired the origin party’s consent for the data to be transferred to the United States for processing.

    The Partner 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 Partner 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 Partners 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 partners 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 Partners 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 Partners 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 Partners.

  22. Compliance. Each of the Partner 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 Partner 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.

  23. 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.