PLEASE READ THESE TERMS CAREFULLY AS THEY DESCRIBE YOUR RIGHTS, RESPONSIBILITIES, AND LIABILITIES. THESE TERMS SPECIFICALLY ALLOW FOR THE COMPANY TO ENGAGE IN ARBITRATION TO SETTLE DISPUTES AND ADDRESS CIRCUMSTANCES IN WHICH YOU WAIVE YOUR RIGHT TO A JURY TRIAL. BY ACCESSING OR USING OUR WEBSITE YOU REPRESENT AND WARRANT THAT (I) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, AND (II) YOU HAVE READ, UNDERSTOOD, AND AGREE TO COMPLY WITH THESE TERMS. YOU MAY NOT ACCESS OR USE OUR WEBSITES IF YOU ARE UNABLE TO FORM A BINDING, LEGAL AGREEMENT WITH THE COMPANY.
“Additional Terms for Products and Services” has the meaning set forth in Section 10 of these Terms.
“Additional Terms for Subscription Services” has the meaning set forth in Section 10 of these Terms.
“Affiliate” means an entity that, now or in the future, directly or indirectly Controls, is Controlled by or is under common Control with a Party. For purposes of the foregoing, “Control” shall mean the ownership of more than fifty percent (50%) of the (i) voting rights of said entity or (ii) ownership interest in said entity.
"AsedaSciences Data" means all data generated by or provided in the AsedaSciences Platform, including without limitation, any software applications, compound libraries, texts, pictures, sounds, videos, log files, and documentation (printed or electronic), including, without limitation, data resulting from performing Services on publicly available compounds. For clarity, AsedaSciences Data excludes Client Data and Output.
"AsedaSciences Platform" means the platform made available to Client by AsedaSciences, which is hosted on servers under the control or direction of AsedaSciences and provided for Client to access and use via the internet, including any derivatives, improvements, modifications, enhancements and/or extensions related thereto.
“AsedaSciences Product(s)” or “Products” means the products made available by AsedaSciences through its Websites and as detailed in the Order.
“AsedaSciences Service(s)” or “Service(s)” means AsedaSciences’ provision of the AsedaSciences Platform, Software, hardware, firmware, infrastructure and SaaS cloud computing services to Client, including without limitation access to a shared pool of configurable computing resources (such as virtualization, servers, storage, networking, and datacenter facilities), and other services provided by AsedaSciences to Client, as further described in the Order.
“AsedaSciences Technology” means AsedaSciences’ proprietary technology, including without limitation, the Services, software tools, algorithms, user interface designs, architecture, network designs, know-how, business methods, and any related Intellectual Property Rights throughout the world (whether owned by AsedaSciences or licensed to AsedaSciences from a third-party).
“Client” or “you” means the entity or individual accessing or using the Websites, Products or Services or so named on the Order. A Client may be an Institution.
“Client Data” means: (i) any Material, data, compounds that are proprietary to Client, or other content or information provided by or on behalf of Client to AsedaSciences via the AsedaSciences Platform; and (ii) Output. Client Data does not include publicly available compounds
“Confidential Information” has the meaning set forth in Section 19(i)(a) of these Terms.
“Disclosing Party” has the meaning set forth in Section 19(i)(a) of these Terms.
“Force Majeure Event” is any event beyond a Party’s reasonable control, including, without limitation, acts of war, earthquake, hurricanes, flood, fire or other similar casualty, embargo, riot, terrorism, sabotage, strikes, governmental act, insurrections, epidemics, inability to procure materials or transportation facilities, failure of power, restrictive laws or regulations, court orders, condemnation, denial-of-service attacks, ransomware or other cyberattacks, failure of the Internet, or other event of a similar nature.
“Governmental Authority” means any federal, national, cantonal or city, court, governmental or administrative authority or regulatory body, whether foreign or domestic.
Intellectual Property Rights” means and includes any and all intellectual property of whatever nature and kind including without limitation patents, designs, trademarks and service marks, copyrights, domain names, trade names (whether such rights are applied for, registered or not), database rights, design rights, inventions, drawings, computer programs, data, formulae, algorithm, software, know-how, confidential information, goodwill and applications and the right to apply for protection of any of the above rights.
“Institution” refers to a Client that is a healthcare, chemical, pharmaceutical or other entity, medical institution, university, lab, or other professional organization that develops compounds or scientific or biological data.
“Institutional Account” refers to an account wherein an Institution serves as an administrator that is able to control access to, and use of, the Services by Users who are acting for, or on the behalf of Client, such as the Institution’s employees, contractors, or students.
“Laws” has the meaning set forth in Section 24(xii) of these Terms.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Material” means Original Material, Progeny and Unmodified Derivatives.
“Modifications” mean substances created by AsedaSciences which contain/incorporate the Material in whole or in part.
“Order” means the order submitted by Client to AsedaSciences by purchase order, mail, fax, E-Mail or via the Websites, and accepted by AsedaSciences, setting out matters relating to AsedaSciences’ delivery of Services and AsedaSciences Products to Client. The Order is governed by these Terms.
“Original Material” means compounds, software programs or algorithms, or scientific data.
“Output” means the report(s) generated directly from Client Data via the AsedaSciences Platform, excluding the templates of such reports and any AsedaSciences’ Intellectual Property Rights incorporated therein (in both cases which shall constitute the Confidential Information and sole property of AsedaSciences).
“Personal Information” means any information relating to a natural person as defined by the applicable law that may be used to identify an individual.
“Progeny” means the unmodified descendant from the Material, such as virus from virus, cell from cell, or organism from organism.
“Purpose” has the meaning set forth in Section 19(ii)(a) of these Terms.
“Receiving Party” has the meaning set forth in Section 19(i)(a) of these Terms.
“Representatives” has the meaning set forth in Section 19(ii)(a) of these Terms.
“SaaS” or “Subscription Services” means software as a service provided by AsedaSciences, as specified in an Order.
“Software” means any software application provided by AsedaSciences which Client may be entitled to use in accordance with any Order.
“Unmodified Derivatives” mean any substances created by AsedaSciences which constitute an unmodified functional subunit or product expressed by the Original Material.
“User Content” has the meaning set forth in Section 8 of these Terms.
“Users” means any person or entity deriving use of the Services through Client including but not limited to the Client (its employees, consultants, contractors, and agents), an Affiliate of Client or a client of Client. Client is solely responsible for compliance by its Users with the Agreement.
“Website Content” has the meaning set forth in Section 2 of these Terms.
All content on our Websites, including but not limited to products, features, portals, designs, articles, functions, text, graphics, photographs, images, video, information, materials, software, music, sound and other files, and their selection and arrangement, but specifically excluding any User Content (as defined below) (collectively referred to as “Website Content”) is the sole property of the Company. Our Websites are, and all of the Website Content is, protected under the copyright laws and other intellectual property laws of the United States and other countries. The Company reserves all rights, in and to our Websites and the Website Content, which rights are not expressly granted herein. Unless otherwise noted, the Company name and all other trademarks, service marks, trade names, logos or other designations of source displayed on our Websites are the property of the Company, its affiliates, or licensors. All third-party trademarks, service marks, trade names, logos, or other designations of source are the property of their respective owners. Nothing on any of our Websites shall be construed as granting any license or right not expressly set forth herein.
Any unauthorized use of our Websites or any of the Website Content will terminate the permission or license granted in the Agreement and may violate applicable law. You will not alter, adapt, or otherwise modify any part of our Websites or Website Content. You assume all responsibility for your use of, or access to, our Websites, including your access to any Website Content or User Content and use by your Users, and hereby waive all claims or causes of action against the Company, its affiliates, its licensors and their respective officers, directors, employees, subcontractors, partners, collaborators, agents and representatives in connection therewith. The Company reserves the right in, its sole discretion, to restrict, in whole or in part, your use of our Websites, any Website Content, and any third-party’s User Content, at any time with or without notice for any or no reason.
The Company may from time to time (i) provide links within our Websites to other sites that may be useful to you, and (ii) post content to our Websites that is supplied by third-parties (collectively “Third-party Content”). Third-party Content is not under the control of the Company, and the Company makes no claim or representation regarding—and accepts no responsibility for—the quality, content, nature, or reliability of Third-party Content, any services accessible by hyperlink from our Websites, links contained in any Third-party Content, third-party websites that link to our Website, or any review, changes, or updates to a third-party website. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third-parties in the Third-party Content are those of the respective author(s) or distributor(s) and not of the Company. The Company does not guarantee the merchantability or fitness for any particular purpose of Third-party Content. When leaving our Websites, you should be aware that these Terms no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data-gathering practices, of any third-party sites. Additional disclaimers and limitations of liability are noted below.
All content on our Websites, including but not limited to the Website Content, is the proprietary property of the Company with all rights reserved. No Website Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except that the foregoing does not apply to your own User Content that you legally post on our Websites. Provided that you are eligible for use of our Websites, you are granted a limited license to access and use our Websites and the Website Content solely for your personal use within the AsedaSciences Platform. Except for your own User Content, you may not republish Website Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation; any other use of the Website Content except as stated in the immediately preceding sentence is strictly prohibited. Without limitation, you are not permitted to use any data mining, robots, or similar data gathering or extraction methods in connection with the Websites and/or the Website Content. Any use of our Websites or the Website Content other than as specifically authorized in these Terms, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted in these Terms. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications, regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights of AsedaSciences or third parties, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.
The Company graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of the Company in Switzerland, the U.S. and/or other countries. The Company trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
Client shall (i) be responsible for the accuracy, quality and legality of Client Data and of the means by which Client acquired the Client Data, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify AsedaSciences promptly of any such actual or reasonably suspected unauthorized access or use, (iii) use the Services only in accordance with the Agreement and applicable laws, (iv) upload Client Data in strict compliance with the instructions provided by AsedaSciences, and (vi) install and maintain industry standard anti-virus software to prevent any unauthorized access to the Client Data and the Services and protect the Client Data and the Services against Malicious Code. Client is responsible for maintaining the security of its internal network from unauthorized access through the Internet. AsedaSciences shall not be liable for unauthorized access to Client’s network or other breaches of Client’s network security.
You agree not to harvest or collect email addresses or other contact information of other users of our Websites by any means whatsoever or for any purpose whatsoever. Additionally, you agree not to use automated scripts to collect information from our Websites. You further agree that you may not use our Websites in any unlawful manner or in any other manner that could damage, disable, overburden, or impair our Websites. In addition, you agree not to use our Websites to do any of the following: (i) upload, post, transmit, share, store, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable, (ii) register for more than one account with our Websites, register for an account with our Websites on behalf of an individual other than yourself, or register for an account on our Websites on behalf of any group or entity, (iii) impersonate any person or entity or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity, (iv) upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, (v) upload, post, transmit, share, store, or otherwise make publicly available on our Websites any private or personally identifying information of any third-party, including, without limitation, addresses, phone numbers, email addresses, social security numbers, and credit card numbers, without their express written consent, (vi), solicit personal information from anyone under eighteen (18) years of age or solicit passwords or personally identifying information for commercial or unlawful purposes, (vii) upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, (viii) intimidate or harass another user of our Websites; (ix) upload, post, transmit, share, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national, or international law, (x) use or attempt to use another’s account, service, or system without authorization from the Company, or create a false identity on any of our Websites, and (xi) upload, post, transmit, share, store, or otherwise make available content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying our Websites, or which may expose the Company or users of our Websites to any harm or liability of any type. For the avoidance of doubt, you shall obey all international, federal, state, and local laws, regulations, and rules that apply to your activities when you use any of our Websites, and the Company reserves the right to terminate any account with respect to our Websites and to prevent your use of our Websites at any time and for any reason, including if you use our Websites to engage in illegal activity or in violation of these Terms.
You are solely responsible for the photos, profiles, messages, notes, text, information, data, data interpretation, Client Data interpretation, decisions, music, video, contact information for you or others, advertisements, or other content that you upload, publish, provide, or display (hereinafter, “post”) on or through any of our Websites, or that you transmit to or share with other users of any of our Websites (collectively, “User Content”). You represent and warrant that you have obtained all required permissions and authorizations for AsedaSciences to use the Client Data/User Content to provide the Products and Services and make the Website and Website Data available. It is a violation of the Terms to attempt to enter into any lending or other similar transactions outside of our Websites. You understand and agree that the Company may, but is not obligated to, review and delete or remove (in its sole discretion and judgment and without notice or limitation) any User Content that violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, users of our Websites. By posting User Content and/or Client Data to any part of our Websites, you hereby grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use the User Content and/or Client as reasonably required to provide the Products and Services to Client and as otherwise permitted by the Agreement. If you authorize Company to post the Client’s User Content/Client Data to public sections of the Websites, or as part of Company’s compound marketplace, you grant Company the right to publicly display such User Content/Client Data on its Website for such purposes. If you remove your User Content from our Websites, the license granted herein will not expire.
We respect copyright ownership and expect users of our Websites to do so as well. It is our goal to limit or prevent access to our Websites by any users who are repeat infringers of copyright. If you are a copyright owner or an agent thereof and believe any Website Content or User Content posted on our Websites infringes upon your copyrights, you may submit a notification of claimed infringement under the U.S. Digital Millennium Copyright Act (“DMCA”) by providing notice to the Company at the address set forth in Section 24(vii) below containing the following information: (i) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iii) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (iv) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (vi) a physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed. You acknowledge that if you fail to comply with substantially all of the above requirements of this Section 9, your DMCA notice may not be valid, and we may not be able to remove infringing content.
We may make certain Product(s) and Services available for your purchase or license through our Websites and as further detailed in an Order submitted by you to AsedaSciences and accepted by us. We may make available certain descriptions of the Products and Services we provide access to on our Websites, but we do not represent or warrant that any particular Product or Service will conform to those descriptions. Each Product or Service (other than SaaS) that you purchase or license from us is governed by these Terms, as well as our additional terms and conditions for AsedaSciences Products and Services available here [Insert Link to Additional Terms for Products and Services] (“Additional Terms for Products and Services”), which are incorporated by reference and made a part hereof, and not by any information posted on our Websites. If there is a conflict between these Terms and the Additional Terms for Products and Services, the Additional Terms for Products and Services shall prevail with respect to the conflict.
We may make the SaaS through the AsedaSciences Platform available for your purchase or license through our Websites and as further detailed in an Order submitted by you to AsedaSciences and accepted by us. The subscription to the SaaS that you purchase or license from us is governed by these Terms, as well as our additional terms and conditions for use of our SaaS Services, which are available here [Link to the Additional Terms for Subscription Services] (“Additional Terms for Subscription Services”), and which are incorporated by reference and made a part hereof, and not by any information posted on our Websites. If there is a conflict between these Terms and the Additional Terms for Subscription Services, the Additional Terms for Subscription Services shall prevail with respect to the conflict.
Payment for any AsedaSciences Products, Services or SaaS accessed through our Websites will be processed via a third party processor and subject to the terms and conditions of payment available here [Insert Link for Payment].
Client represents and warrants that (i) it has validly entered into the Agreement and has the legal power and authority to do so, (ii) the performance of Client’s obligations under the Agreement, and the use of the Websites or AsedaSciences Products or Services will not violate any applicable law, rule or regulation or any contract, (iii) it has obtained and will maintain all legal rights required to provide all Client Data uploaded by Client or on Client’s behalf to the Websites or AsedaSciences Platform and for AsedaSciences and its subcontractors to use such Client Data in connection with the Services; and (iv) Client Data, materials of any kind posted or shared by you or any information shared by you will not violate or infringe upon the Intellectual Property Rights of any third-party (including copyright, trademark, privacy, publicity, or other personal or proprietary rights) and will not contain libelous, defamatory, or otherwise unlawful material.
AsedaSciences represents and warrants that (i) it has validly entered into this Agreement and has the legal power and authority to do so; (ii) AsedaSciences is authorized and has completed all required corporate actions necessary to execute the applicable Order(s). AsedaSciences shall provide the Product and Services warranty as set forth in the Additional Terms for Products and Services.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, OUR ASEDASCIENCES PRODUCTS AND SERVICES, OUTPUT, WEBSITES, WEBSITE CONTENT, AND USER CONTENT ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS INCLUDES, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT OR ENJOYMENT. WE MAKE NO GUARANTEE THAT OUR WEBSITES, WEBSITE CONTENT, ASEDASCIENCES PRODUCTS AND SERVICES, OR USER CONTENT IS UP-TO-DATE, ACCURATE, OR COMPLETE, AND YOU SHOULD NOT RELY ON ANY OF THE FOREGOING FOR ANY DECISION OR TO TAKE ANY ACTION. WE HEREBY DISCLAIM ANY WARRANTY THAT OUR WEBSITES, WEBSITE CONTENT, ASEDASCIENCES PRODUCTS AND SERVICES, AND USER CONTENT WILL BE FREE OF INTERRUPTIONS, ERRORS, OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. ASEDASCIENCES’ RESULTS OR OUTPUT FROM SERVICES SHOULD NOT BE CONSTRUED TO IMPLY OR IMPLICATE ANY CHEMICAL IN HUMAN HEALTH RISK AND ASEDASCIENCES IS IN NO WAY RESPONSIBLE FOR ANY PARTIES’ STATEMENT OR ACTION RELYING ON ASEDASCIENCES’ RESULTS OR OUTPUT TO THAT EFFECT.
You agree to indemnify, defend, and hold harmless the Company, its Affiliates, licensors, and partners, including without limitation the Company’s service providers and subcontractors (and their respective officers, directors, employees, partners, collaborators, agents, and representatives), from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees arising from any claims, causes of actions, procedures or allegations arising out of or relating to Client’s or any of its or its Affiliates’ director’s, officer’s, employee’s, contractor’s or agent’s (i) negligence or willful misconduct; (ii) violation of the Agreement; (iii) your use of our Websites or Website Content, or our use of User Content (including but not limited to infringement of third-parties’ worldwide intellectual property rights or negligent or wrongful conduct). The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you. The provisions of this Section 13 will survive any termination, cancellation, revocation or other cessation of the Terms.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS AFFILIATES, SUBCONTRACTORS AND/OR COLLABORATORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR COSTS, OR ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO THESE TERMS, ACCESS TO, USE OF, OR THE OPERATION OF OUR WEBSITES, WEBSITE CONTENT, USER CONTENT, AND/OR PURCHASE AND USE OF ASEDASCIENCES PRODUCTS AND SERVICES. THE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS SUBCONTRACTORS AND/OR COLLABORATERS SHALL NOT IN ANY EVENT EXCEED THE FEES FOR ASEDASCIENCES PRODUCTS AND SERVICES PURCHASED HEREUNDER THAT GIVE RISE TO LIABILITY IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE WHEN THE CAUSE OF ACTION OCCURRED. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, REGARDLESS OF THE THEORY OF DAMAGES (WHETHER IN TORT, CONTRACT OR OTHERWISE) AND EVEN IF THE DAMAGES WERE FORESEEABLE.
You agree that any cause of action arising out of or related to the Company, our Websites, Website Content, the AsedaSciences Products and Services, or User Content must be commenced within one (1) year after the cause of action accrues, or otherwise, such cause of action is permanently barred.
You agree to take reasonable measures to ensure that no unauthorized person or entity shall use your name or password to gain access to any restricted areas of our Websites. You agree that, if you are provided the right to access or use restricted areas of our Websites, that right is personal and non-transferable. You may not assign, sublicense, transfer, pledge, lease, rent, or share any user name or password to anyone. You assume all responsibility for the loss or misuse of your user name and password and are responsible for any activities undertaken by a person in possession of your user name or password unless the misuse of your user name or password was due solely to the gross negligence or willful misconduct of the Company. The Company reserves the right to terminate your access to our Websites or cancel your user name and password at any time and for any reason including, without limitation, your violation of these Terms.
In connection with our provision of and your access to the Websites, Products and Services, each party may provide the other party with access to such party’s Confidential Information, subject to this Section 19.
(i) Definition of Confidential Information
(a) “Confidential Information” means, without limitation, any data or information that is proprietary to the Party disclosing (“Disclosing Party”) to the other Party (“Receiving Party”) and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such Party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, research, plans, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, intellectual property, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party, and reasonable written documentation exists to demonstrate such knowledge; (ii) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (iii) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of these Terms; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation; and (v) is or has been independently developed by employees, consultants, or agents of the Receiving Party without violation of the terms of these Terms or reference or access to any Confidential Information. Any data posted or made available by you in public areas of the Websites shall not constitute your Confidential Information. You should not post Confidential Information on publicly available portions of the Websites.
(ii) Disclosure of Confidential Information
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will:
(a) limit disclosure of any Confidential Information to its directors, officers, employees, subcontractors, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which these Terms relates (the “Purpose”), and only for that Purpose;
(b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in these Terms and require such Representatives to keep the Confidential Information confidential;
(c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information;
(d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein); and
(e) not reproduce the Confidential Information of the Disclosing Party without the express written consent of the Disclosing Party, except as is essential to carry out the Purpose.
Each Party shall be responsible for any breach of these Terms by any of their respective Representatives.
(iii) Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely in connection with the Purpose and not for any purpose other than as authorized by these Terms without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the Parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by United States of America’s Federal Rule of Evidence (Rule 408), as amended from time to time.
(iv) Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both Parties hereby agree that the Disclosing Party shall be entitled to seek injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to these Terms, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and expenses.
(vi) Destruction or Return of Confidential Information
Receiving Party shall immediately at the Receiving Party’s option, either destroy or return and redeliver to the Disclosing Party all tangible material embodying the Confidential Information provided hereunder, and destroy all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the Parties contemplated hereunder; (ii) the termination of these Terms; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such Confidential Information in electronic backups in accordance with its document retention policies, and may also retain Confidential Information as reasonably required to comply with its ongoing legal and contractual obligations, subject to continued compliance with the confidentiality and non-use obligations contained herein. Upon request, the Receiving Party shall certify in writing to Disclosing Party its compliance with this paragraph. AsedaSciences shall make the Client Data available to Client for a reasonable amount of time after expiration or termination of the Subscription Services (not to exceed ninety (90) days), during which time Client may retrieve the Client Data from the AsedaSciences Platform. After such time period, AsedaSciences may delete and destroy the Client Data without liability therefor.
(vii) Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of these Terms by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
Either Party may voluntarily provide feedback, suggestions, ideas, enhancement requests, recommendations or other information (the "Feedback") to the other about the other Party's Confidential Information and/or products and services. Each Party shall be free to use or exploit the Feedback provided to it without further consideration or compensation to the other Party.
Except for Client’s payment obligations under the Agreement, neither Party shall be liable, nor shall any other remedy be extended, for any performance that is prevented or hindered due to a Force Majeure Event. The defaulting Party shall promptly notify the other Party of an inability to perform any obligation stipulated in these Terms as a result of a Force Majeure Event and take such action as the other Party shall reasonably request to alleviate the situation. If AsedaSciences is unable to provide the Services or Products for a period in excess of thirty (30) consecutive days due to a Force Majeure Event, then either Party may cancel the affected Order upon written notice to the other Party, and both Parties shall be released from any further future liability under that particular Order (except for obligations that by their terms survive termination).
PLEASE READ THE FOLLOWING CLAUSES CAREFULLY AS THEY MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT:
a. These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its principles of conflicts of law.
b. All disputes arising in connection with these Terms which cannot be settled in an amicable way between the Parties shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the Rules. The award rendered shall be final and binding upon both Parties. Such arbitration shall be held in Dover or Wilmington, Delaware, United States.
a. These Terms shall be governed by and construed in accordance with Swiss law, except for Swiss rules on conflict of laws.
b. In the event of a dispute arising out of these Terms or related questions the Parties shall use all reasonable endeavors to resolve the matter on an amicable basis. Any dispute which cannot be resolved by discussions between the Parties, including the validity, invalidity, breach or termination thereof, shall be finally settled by a court of arbitration with seat in Zurich, Switzerland, in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date when the Notice of Arbitration is submitted in accordance with these rules, consisting of three or more arbitrators, one to be appointed by each of the Parties in dispute, and a chairman to be appointed by the Swiss Arbitration Association. The proceedings shall, if required by one of the Parties, be conducted in the English language.
The Order for the Products, Services or SaaS shall commence on the date of acceptance of the Order by AsedaSciences and shall continue for the term specified in the Order, unless earlier terminated by either Party as described in this Section 23. The Agreement shall remain in effect until termination by either Party upon written notice to the other Party if there are no Orders in effect. If the Agreement is terminated while an Order is in effect, the Agreement shall continue to apply to such Order.
Either Party may terminate an Order for Products for any reason or no reason within 24 business hours of AsedaScience’s acceptance of the Order but after such 24 business hour period is over, the Order cannot be terminated except as set forth in the next paragraph. Either Party may terminate the Order for Services on thirty (30) days' prior written notice to the other Party with or without cause, but such termination will not affect any Services in process at the time of notice of termination (which may not be terminated except as set forth in the next paragraph). Either Party may terminate the Order for SaaS on thirty (30) days’ prior written notice to the other Party with or without cause.
Either Party (“Non-Defaulting Party”) may terminate and/or suspend the provision or the procurement of the Products, SaaS and Services upon written notice of termination and/or suspension to the other Party (“Defaulting Party”) if (i) the Defaulting Party breaches a material provision of the Terms, the Additional Terms for Products and Services, the Additional Terms for Subscription Services and/or the Order and the Defaulting Party fails to cure such breach within thirty (30) days after receipt of written notice of breach from the Non-Defaulting Party; or (ii) any bankruptcy, insolvency, liquidation, receivership or winding up proceeding is commenced in respect of the other Party.
AsedaSciences may suspend or terminate Client's free access to the AsedaSciences Services immediately at any time upon notice to Client for any reason.
AsedaSciences shall have the right, upon written notice, to immediately terminate and/or suspend any Order(s) and/or the delivery of the Services (without liability) in the event that:
The Company makes no representations that our Websites are appropriate or available for use in locations outside of the United States of America. Those who access or use our Websites from outside of the United States do so at their own volition and are solely responsible for compliance with local law. Our Websites are not intended for distribution to, or use by, any person or entity in any jurisdiction where such use would be contrary to applicable law or regulation. You shall obey all federal, state, and local laws, regulations and rules that apply to your activities when you use our Websites.
AsedaSciences may delegate the performance of obligations under the Agreement to third parties, including AsedaSciences' Affiliates and providers of hosting services. Client acknowledges and agrees that AsedaSciences may subcontract all or a portion of the Services to its subcontractors.
If any provision of these Terms (and any documents incorporated by reference herein) is determined to be unenforceable, that provision will be replaced with the valid one that most closely achieves the parties' intent and the remainder of the Terms (and any documents incorporated by reference herein) will remain enforceable. AsedaSciences reserves the right to change the terms of any portion of the Agreement at any time upon prior notices to Client. Client may opt out of the changes within 30 days after the notice, in which event Client may not be able to use certain updated features of the Services. Client's continued use of the Websites or Services after the 30-day period shall constitute its acceptance of the changes. The failure by either Party to exercise or enforce any provision of these Terms (and any documents incorporated by reference herein) shall not be deemed to be a waiver of the application of such provision or of a right nor to operate so as to bar the exercise or enforcement of any such provision or right on any later occasion.
Client shall not assign or transfer any of its rights, obligations or benefit under these Terms (and any documents incorporated by reference herein) to any third party without the prior written consent of AsedaSciences, except as described below in the case of a Change in Control (as defined below). AsedaSciences may freely delegate, subcontract, assign or transfer these Terms (and any documents incorporated by reference herein) and the provision of the AsedaSciences Products and Services provided thereunder without consent of Client. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the Parties and their successors and assigns. If either of the Parties is a participant in a merger, consolidation, reorganization, or sale or transfer of assets or stock (collectively, a “Change in Control”), such Party may assign the Agreement to such third party without obtaining the consent of the other party, provided that such assigning Party agrees that as a condition precedent to the closing of any such transaction, it shall ensure that the surviving entity of any such transaction shall expressly assume the rights and be subject to the obligations set forth in this Agreement.
The Parties expressly acknowledge and agree that any breach or threatened breach of Section 3, Section 7, Section 12, Section 19 and/or the Additional Terms for Products and Services or the Additional Terms for Subscription Services by either Party may cause immediate and irreparable harm to the other Party that may not be adequately compensated by damages. Each Party therefore agrees that in the event of such breach or threatened breach by a Party, and in addition to any remedies available at law, the non-breaching Party may secure equitable and injunctive relief, without bond, in connection with such a breach or threatened breach.
We welcome expressions of interest in employment with the Company. The Company does not discriminate in hiring or employment on the basis of race, color, religion, disability, national origin, age, sex, or any other characteristic protected by applicable federal, state, or local law. You understand that the invitation to submit your resume or expression of interest in a job posted on any of our Websites is not intended to, and does not, create a contract between you and the Company for employment or for any other benefit. You understand that any communication sent by you to the Company inquiring about employment shall not be considered an application for employment and creates no obligation on the part of the Company to respond. Should the Company be interested in exploring employment opportunities with you, we will contact you in response to your inquiry.
Any notice shall be sent by a Party to the other Party by e-mail, registered mail or courier, to the following address:
a) To AsedaSciences:
Untere Paulistrasse 6a
b) To Client:
at the address set forth in the Order(s) or at such other address as may hereafter be provided by Client.
AsedaSciences and Client are independent contractors and these Terms (and any documents incorporated by reference herein) will not establish any relationship of partnership, joint venture, employment, franchise or agency between AsedaSciences and Client.
Unless expressly agreed, neither Party shall have the right to use the other Party’s or its Affiliates’ trademarks, service marks or trade names or to otherwise refer to the other Party in any marketing, promotional or advertising materials or activities, provided, however, that each Party shall be entitled to refer to the other Party (by name and/or logo, as well as to the Services, provided that the financial conditions or other disclosed shall not be disclosed) in any such materials or activities. Neither Party shall issue any publication nor any press release relating to any contractual relationship between AsedaSciences and Client except as required by law or agreed in writing between the Parties.
AsedaSciences and Client agree that there shall be no third-party beneficiaries to the Agreement, including, but not limited to, any sublicensee or User of Client or the insurance providers for either Party. To the extent it is allowed by law any legislation in any relevant jurisdiction giving rights to third parties is hereby excluded.
Each Party shall comply with all laws, rules, regulations and statutory requirements that from time to time come into force (“Laws”), including without limitation Laws that relate to labor and employment, safety, the environment, competition, privacy, anti-corruption, bribery, anti-money laundering, manufacturing, packaging, labelling, shipment and sales.
The Parties acknowledge that products, software, and technical information (including, but not limited to Services, Products, technical assistance and training) provided under these Terms or used by Client in connection with the Services or Products, may be subject to export laws and regulations of the United States, Switzerland and other countries, and any use or transfer of the products, software, and technical information must be in compliance with all applicable regulations. The Parties will not use, distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with all applicable export regulations. If requested by either Party, the other Party also agrees to sign written assurances and other export-related documents as may be required to comply with all applicable export regulations.
If Client is a U.S. government entity or if these Terms otherwise becomes subject to the Federal Acquisition Regulations (FAR), Client acknowledges that elements of the AsedaSciences Products and/or Services constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
We reserve the right to amend these Terms (and the documents incorporated by reference herein) at any time. We will notify you if these Terms are amended by updating the “Last Updated” section listed above. It is your responsibility to periodically review these Terms to determine whether any amendments have been made hereto. Your use of our Websites, purchase of Services or AsedaSciences Products, and continued use of our Websites, Services and/or AsedaSciences Products after any amendments are made to these Terms, signifies your consent to these Terms and any amendments hereto, which shall supersede and control over any previous terms and conditions. We may, in our sole discretion, provide you direct communications, including via email or text messages, about changes to these Terms; however, such direct communications do not abrogate or otherwise limit your responsibility to periodically review these Terms to determine whether any amendments have been made hereto.