Unicle Biomedical Data Science B.V. | Info@unicle.life | Kapeldreef 60 3001 Leuven | Belgium
TERMS & CONDITIONS
Version January 2023
Article 1: Applicability
1.1 The present General Terms & Conditions shall apply to all quotes, orders, agreements, Contracts and Services made by or delivered by UNICLE BIOMEDICAL DATA SCIENCE BV, a private limited liability company under Belgian law, with registered offices at Kapeldreef 60, 3001 Leuven, Belgium (Legal Entities Register (RPR) of Leuven) and company number 0770.950.357 (hereinafter referred to as “UNICLE”), including all orders placed by the Buyer.
1.2 The Buyer’s assignment or order, or the acceptance and/or signing of the Engagement Letter raised by UNICLE as well as the use by Buyer of any Service shall be considered as acceptance of the present General Terms and Conditions of UNICLE, as well as the Terms of Service as provided further in this document. Other specific provisions, which derogate from the present General Terms and Conditions, shall be binding only if they have been agreed and laid down in writing. UNICLE shall accept the application of the Buyer’s general terms and conditions only where this has been expressly agreed and laid down in writing.
1.3 In the event of discrepancies between a provision set out in the Engagement Letter and a provision of the General Terms and Conditions, the Engagement Letter shall take precedence over the General Terms & Conditions.
1.4 The Buyer hereby expressly acknowledges that the present terms and conditions could change in the future, to the effect that, for every order, the Buyer shall be deemed to have read, accepted and approved the General Terms and Conditions in place at that point in time.
Article 2: Definitions
2.1 The following words and expressions shall have the following meanings, when used in these General Terms & Conditions with a capital letter:
• (Analysis) Tools: UNICLE-proprietary tools made available through the Platform from time to time;
• Biological Research Results: any ideas, data, analysis and results relating to the biological research by or on demand of the Buyer;
• Buyer: the (professional) person or the company to whom UNICLE supplies Services of any kind or the user of any Service from UNICLE;
• Commencement Date: the starting date of the Contract;
• Confidential Information: any information and data of a confidential nature, specifically proprietary, technical, and all record-bearing media containing molecular data disclosed by Buyer or UNICLE or obtained by Buyer or UNICLE in the performance of the Contract.
• Contract: any contract between UNICLE and Buyer for the supply of Services as further described in the Engagement Letter,
the General Terms & Conditions and Terms of Service forming an integral part of such Contract;
• Engagement Letter: the letter of engagement specifying the Services to be performed by UNICLE and any specific conditions applicable to the supply of Services;
• General Terms & Conditions: these General Terms & Conditions, including the Terms of Service;
• Platform: UNICLE’s platform to assist Buyer (of UNICLE on behalf of Buyer) process data through analysis pipelines as well as all Services provided on the Platform;
• Scripts: any data analysis scripts or algorithms used during the use of the Services and or developed as part of the Services;
• Services: the services to be provided by UNICLE to the Buyer as specified in the Engagement Letter or in any other Contract or order confirmation as well as any other services which UNICLE provides, or agrees to provide to the Buyer;
2.2 Any of the above definitions in the singular include the plural and vice versa.
Article 3: Quotations and Prices
3.1 UNICLE can withdraw any quotation at any time whatsoever. All quotations issued by UNICLE are in any case without obligation and shall be solely deemed an invitation for the Buyer to place an order. An agreement only comes about when a person who is authorized to bind UNICLE in law confirms the Buyer’s order in writing, or when UNICLE starts to implement the order or when an Engagement Letter is signed or at any time Buyer starts to use the Platform.
3.2 At all times, all prices given by UNICLE are exclusive of VAT, delivery and transport costs and other taxes and costs which are payable by the Buyer. Transport and travel costs, indicated as separate items in the quotation, are always calculated from UNICLE’s operational office and are invoiced per movement and on the basis of fixed prices.
3.3 All prices are expressed in Euros. A separate individual price is calculated for every assignment. Prices will be depending on the fact whether the Services are intended for commercial or educational research purposes as further described in amongst others Articles 11 and 12. Prices are only valid for a specific defined assignment and therefore do not apply to other, even similar assignments.
3.4 UNICLE reserves the right to change the prices at any time, in the event the prices, discounts and terms and conditions were to change further to
confirmation of the quotation, for instance in case of major currency fluctuations of domestic as well as foreign currencies, increased social security charges, etc.
3.5 All deliveries of Services that are requested by the Buyer and not expressly provided for in the quotation and/or Engagement Letter, are deemed to be additional work requested by the Buyer and are therefore charged as such to the Buyer. This can also lead to an extension of delivery time.
3.6 UNICLE applies a reverse VAT charge in case services are supplied to an EU VAT registered business that is registered in a state other than Belgium. When the Reverse Charge is applied, the recipient of the Services makes the declaration of both their purchase (input VAT) and the supplier’s sale (output VAT) in its VAT return.
3.7 All (delivery) dates are provided by UNICLE for information purposes only. No amount of delay in the delivery or performance of Services shall constitute grounds for the Contract to be dissolved or terminated at the expense and to the detriment of UNICLE, nor shall it entitle the Buyer to any kind of compensation, except where the deadline was deliberately not met or where the delay is the result of gross negligence on the part of UNICLE.
Article 4: Billing and Payment
4.1 All invoices are payable in cash by transfer to the bank account number stated on the invoice. No discount will be granted for cash payments. The Buyer is not allowed to make payments to intermediaries.
4.2 Unless stated otherwise, all invoices are payable within thirty (30) days of the invoice date, without deduction or rebate, in the currency as mentioned on the invoice and, in case of lack of currency specification, in Euros.
4.3 By operation of law and without prior notice of default, all invoices not paid on the due date shall be raised by the interest specified in the Act on payment arrears in commercial transactions (02/08/2002) as well as raised by an indemnity to cover the recovery costs, conventionally set at fifteen percent (15%) of the outstanding debt with a minimum of one hundred and twenty-five euros (125.00 EUR). In all cases, UNICLE shall be within its rights to claim a higher sum in compensation if it is able to serve proof that it incurred greater loss.
4.4 Late payment of one invoice shall result in other invoices, for which a payment term was granted, becoming instantly claimable by operation of law and without prior notice of default.
4.5 Where the Buyer fails to make the agreed payments, even if these are partial payments, UNICLE shall be within its rights to not start or suspend its Services until the Buyer has fully complied with its payment obligations. The suspension shall not give rise to any compensation for the Buyer.
4.6 Acceptance of partial payment is subject to reservation of all rights and will be charged in the following order: (1) collection costs, (2) compensation for damages, (3) interest, (4) principal amounts. UNICLE has the right to set off any amount currently existing and future towards the Buyer.
Article 5: Limited Warranty
5.1 UNICLE and its affiliates and licensors are not liable or responsible for any results generated through the use of the any of the Services. Under no circumstances UNICLE shall be liable for any loss or damage caused by Buyer’s reliance on information regarding any of the Services or results of the Services. It is Buyer’s responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Services. Buyer is responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any results of the Services.
5.2 The Services are solely for use in research and educational use, not for any diagnosis or treatment of any human disease or condition, except if agreed otherwise in the Engagement Letter, which in that case will mention the commercial nature of the Services. Use of the Services and other content is entirely at Buyer’s own risk. Buyer acknowledges that all Services, text, images, and other information is provided “AS IS”, providing no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. UNICLE shall use all reasonable efforts providing the Services to Buyer but UNICLE cannot warrant that without limitation: (i) the Services, Analysis Tools or results of the Services will be free of errors; (ii) the functions or Services, including without limitation the Platform and the Analysis Tools will be uninterrupted, secure, or free of errors; (iii) defects will be corrected, or (iv) the Platform or the server(s) that makes it available are free of viruses or other harmful components.
5.3 Flaws caused by accidents, negligence or misuse (by the Buyer or a third party) are not covered by any kind of guarantee. No liability can be assumed where the Buyer and/or third parties made adjustments to or carried out work on the delivered Services.
Article 6: Flaws and Complaints
6.1 All complaints relating to non-conformity of deliveries, performances and invoices must reach UNICLE within ten (10) working days counting from performance of the Services or the date on which the invoice was sent, whichever is the earliest. Said
complaint must be entered by letter sent by recorded delivery.
6.2 Any complaints entered beyond the time limit set out in article 6.1, or which fail to comply with the formalities as detailed therein, shall be considered late by UNICLE and shall on no account constitute grounds for UNICLE to take any kind of action.
6.3 UNICLE hereby undertakes to treat complaints within a reasonable period of time. Complaints found to be duly justified compel UNICLE to perform Services again, without the Buyer being entitled to any kind of compensation or suspension of the Contract, including payment.
Article 7: Liability
7.1 UNICLE shall accept liability solely for direct loss or damage that is due to actions or omissions by a designated person or staff member of UNICLE or by UNICLE itself. On no account shall UNICLE accept liability whether in contract or in tort, for indirect and/or consequential loss or damage, including albeit not limited to loss of reputation, loss of opportunity, loss of profits or turnover, production loss, loss of savings, etc., nor in the case of a fault/omission by a third party or by the Buyer itself.
7.2 UNICLE shall not be liable for any loss of data or corruption of data, including without limitation, loss of data resulting from delays, non-deliveries, mis-deliveries, service interruptions, failure of the network, reclamation of servers, failure of servers, the reloading of an operating system or other software on a server.
7.3 At all times, any liability on the part of UNICLE shall be limited to the amount mentioned in the Engagement Letter, except in the case of fraud or malicious intent on the part of UNICLE, or in case of death or physical injury. Moreover, the total aggregate liability of UNICLE for losses and/or damages under a Contract will never be more than 10.000 (ten thousand) EUR.
7.4 Buyer is liable towards UNICLE for damage that is caused by an error or failure that can be attributed to Buyer. The Buyer indemnifies UNICLE against claims regarding non-compliance with the Contract, including the General Terms & Conditions and the Terms of Service. Without prejudice to any other rights or remedies which UNICLE could have against Buyer, Buyer agrees to indemnify and keep UNICLE indemnified against:
• All costs, claims, demands, liabilities, expenses, damages or losses or expenses arising out of or in connection with any breach by Buyer of the Contract or use of the Services;
• All costs, claims, demands, liabilities, expenses, damages or losses or expenses arising out of any action brought or threatened against UNICLE by a third party which is
caused by or arises from any action or omission by Buyer.
Article 8: Duration and End of the Contract
8.1 Subject to termination under this Article, the Contract shall begin on the Commencement Date and shall automatically end on the date mentioned in the Engagement Letter. Except as otherwise provided for in the Engagement Letter, the Contract cannot be terminated before the expiration date stated in the Engagement Letter. The Contract can be renewed upon mutual agreement and payment of the applicable fees. If an Engagement Letter includes a term of indefinite duration, each party can terminate the Contract for any reason by registered letter with three (3) months’ notice after the first full year. In “pay as you use” arrangements, UNICLE shall be entitled to terminate the Contract with immediate effect if Buyer has not used the Services for more than three (3) months.
8.2 The Contract shall be deemed to be dissolved by operation of law in the event of bankruptcy, judicial composition, tax or social security debts, the application of the Continuity of Companies Act, admission to collective debt mediation or any other form of liquidation of the Buyer or UNICLE. UNICLE shall be entitled to immediate payment for all Services delivered up until this time, without prejudice to its right to indemnification in full.
8.3 UNICLE and the Buyer shall be within their rights to terminate the Contract in whole or in part by way of a letter sent by recorded delivery, if one of them fails to comply with its obligations under the Contract within fourteen (14) calendar days after having been served notice of default to this end by letter sent by recorded delivery. Additionally, UNICLE can terminate the Contract upon thirty (30) days’ written notice in the event that (i) applicable law so requires (for example, due to a change to the law governing the provision of the Services); (ii) the Services rely on data or services provided by a third party partner and the relationship with such partner (1) has expired or been terminated, or (2) requires UNICLE to change the way UNICLE provides the data or services through the Services; or (iii) providing the Services could create a substantial economic burden, security risk, or material technical burden, as determined by UNICLE in its reasonable good faith judgment. If UNICLE has suspended an individual account, Buyer shall not register a new account or access and use the Services through an account of another user.
8.4 In case of unilateral termination of the Contract by the Buyer or in case of court-ordered dissolution of the Contract to the detriment and at the expense of the Buyer, a flat rate sum in compensation in the amount of 25% of the agreed price is due, in addition to the deposit already paid,
which shall be considered as definitively acquired in this case. Said sum in compensation shall be non-refundable and both UNICLE and the Buyer hereby agree that said loss constitutes the loss actually incurred.
8.5 Unless otherwise stated in the Contract, upon the expiration or termination of the Contract: (a) all rights and licenses granted by UNICLE to Buyer will immediately terminate, unless otherwise specified and unless in case of co-ownership of intellectual property right, (b) UNICLE will terminate Buyer’s access to the Services and (c) each of the parties will be relieved of their further duties and obligations arising under the Contract. The expiration, cancellation or termination of the Contract will not otherwise release either party from its obligation to pay any sum that could be then or thereafter owing to the other party nor operate to discharge any liability that had been incurred by either party prior to any such termination. All sections of this Contract which by their nature should survive termination will survive termination, including intellectual property rights in case of co-ownership.
8.6 As long as Buyer has paid all fees owed to UNICLE, UNICLE will make the Buyer’s data available for download in an agreed-to format upon written request to UNICLE within thirty (30) days after expiration of the applicable term. After such 30-day period, UNICLE shall have no obligation to maintain or provide any data and can thereafter, unless legally prohibited, delete all Buyer’s data in the Platform or otherwise in UNICLE’s possession or control.
Article 9: Personal Data
9.1 As a starting point, UNICLE shall not process personal data, unless explicitly mentioned in the Engagement Letter. Moreover, it shall be the full responsibility of the Buyer to take all precautions and to make sure the data provided by Buyer does not contain personal data nor personal data can be distracted from such data.
9.2 Notwithstanding article 9.1 above, it could be that UNICLE processes certain personal data in the fulfilment/performance of the Contract. In all cases, any such processing is carried out in the context of the contractual relationship between the Buyer and UNICLE. UNICLE hereby undertakes to only process personal data that are strictly necessary to properly fulfil/perform the Contract.
9.3 For all personal data UNICLE receives from Buyer (including in UNICLE’s tools and platforms), parties agree UNICLE shall acts as “processor” and the Buyer as “controller”, as respectively defined in the General Data Protection Regulation (GDPR). It could be that personal data are shared with third parties, e.g. for external research and support services. In all cases, any such disclosure is made to occur in the context of the performance of the Contract and shall be limited to what is strictly necessary.
9.4 UNICLE shall store personal data for the period necessary to accomplish the purposes of the Contract unless a longer data retention period is required or justified by law or another statutory obligation.
9.5 Under the General Data Protection Regulation, data subjects have a number of rights in respect of the processing of their personal data. These rights are: the right to consult their data, obtain a copy of their data, to have their personal data erased, the right to seek the use of their data to be limited and the right to the transferability of their data. The Buyer shall do the necessary and grant these rights to any requesting data subject.
Article 10: Force Majeure
10.1 Instances of force majeure and, more generally, all circumstances which act to prevent, reduce or delay the performance/fulfilment of the Contract by UNICLE shall release UNICLE from all and any liability and allow the latter, depending on the situation, to either reduce the scope of its obligations, to terminate the Contract or to suspend the performance thereof, without being liable for any compensation. The following, in amongst other circumstances, are considered instances of force majeure: war, civil war, call to arms, industrial action (strikes), rioting and lock-outs, both at UNICLE and at its suppliers, equipment breakdown, viruses or malware or bugs, fire, water damage, pandemics, interruption of transport, difficulties with the supply of raw materials, materials and energy and restrictions or prohibitions imposed by the government.
Article 11: Confidentiality
11.1 Both UNICLE and the Buyer shall not duplicate, sell, use, lease, disclose, manufacture or otherwise commercialize or divulge to any person or entity any portion of Confidential Information, or use the same for any purpose other than the Contract, except as specifically agreed in writing. Both UNICLE and Buyer are only entitled to disclose Confidential Information to who need to know for the purpose of the Contract. Such obligation of confidence shall continue from the date of execution of this Contract to a date which is five (5) years from the disclosure of such Confidential Information or when the information is publicly available. The foregoing obligations and restrictions on use and disclosure shall not apply to any such Confidential Information that:
• is generally known to the public through no fault of UNICLE or the Buyer;
• has been made available by a third party, other than anyone acting on behalf of UNICLE or Buyer or under an obligation of confidentiality
towards UNICLE or Buyer, having the lawful right to do so without breaching any such obligation of nonuse or confidentiality to UNICLE or Buyer;
• is required to be disclosed pursuant to an order of a judicial or administrative authority, provided UNICLE or the Buyer promptly notify each other of such order to provide UNICLE or Buyer sufficient time to contest such order.
11.2 Upon request of UNICLE or Buyer, each of them shall deliver to the other all written Confidential Information, and all copies thereof.
11.3 UNICLE and Buyer shall not disclose any terms of the Engagement Letter to any third party without the consent of the other. UNICLE and Buyer shall not use the name of each other nor any of its employees, if applicable, in any advertising, news release or other public statement without the prior written approval to the respective party, except in case of Article 13.5.
11.4 Any documents and information of any nature provided by UNICLE to the Buyer during the negotiations, must be treated as confidential. The above-mentioned documents must be returned at UNICLE’s first request. Such documents and information remain the property of UNICLE and shall not be disclosed to third parties, or used directly or indirectly, wholly or partially for purposes other than those for which they are intended, except with the express written consent of UNICLE.
11.5 The obligation to respect confidentiality remains after the end of the Contract, at least until the information in question has entered the public domain without the fault of UNICLE nor Buyer.
Article 12: Intellectual Property
12.1 Biological Research Results obtained within this Contract shall be owned solely by Buyer who shall be free to use the data at its discretion, and shall be considered Buyer confidential information, except in case of co-ownership of intellectual property rights, in which case the Biological Research Results belong to both Buyer and UNICLE (see below article 12.4.).
12.2 Specific deliverables of the Services performed by UNICLE are described in the Engagement Letter. Unless agreed otherwise, any new bioinformatics pipelines, data mining approaches, Scripts, databases or other materials cleared from any Buyer Confidential information (such clearance being effected by anonymisation or pseudonymisation at UNICLE’s discretion), will be considered Intellectual Property of UNICLE. Only UNICLE is free to use this at its own discretion, except in case of co-ownership of intellectual property rights, in which case such deliverables belong to both Buyer and UNICLE. Buyer has the right to use deliverables as described in the Engagement Letter.
12.3 The pricing for Services in the framework or research and educational use are (substantially) lower than the usual market prices in the framework of commercial use. In this respect, if the Services are solely for use in research and educational use, as will be the case if not stated otherwise in the Engagement Letter, the Buyer shall only use the Services and results of the Services for research and educational purposes only and shall in no way whatsoever use these results for commercial purposes. If UNICLE finds out Buyer violates this Article, Buyer shall pay UNICLE a fixed indemnity of 25.000 (twenty-five thousand) EUR per breach, subject to UNICLE’s right to claim its actual damages taking into account the actual value of the Services in the framework of commercial use. For all clarity, each use for other purposes will be considered as a breach, e.g. 3 runs on a tool for another purpose shall be considered as 3 single breaches.
12.4 If UNICLE and Buyer agree to a co-ownership of intellectual property rights regarding any result or data relating to the Services, this shall be expressly stated in the Engagement Letter. The pricing of UNICLE will be deemed to include an implicit discount as indirect payment for such co-ownership. Unless agreed otherwise, co-ownership means Buyer shall not execute any (intellectual property) right nor use any of the results of the Services without the prior permission of UNICLE and vice versa, e.g. commercialize, sell, transfer, etc. If UNICLE finds out Buyer violates this Article, Buyer shall pay UNICLE a fixed indemnity of 25.000 (twenty-five thousand) EUR per breach, subject to UNICLE’s right to claim its actual damages taking into account the actual value of the Services in the framework of commercial use. For all clarity, each use for other purposes will be considered as a breach, e.g. 3 runs on a tool for another purpose shall be considered as 3 single breaches.
12.5 Upon payment of the fees, UNICLE grants the Buyer a non-exclusive, royalty free license to the Scripts. UNICLE shall remain the sole and exclusive intellectual property owner of the Scripts.
12.6 The Buyer shall not be allowed to remove or modify any designation concerning the confidential nature or concerning copyrights, trademarks, business names or other intellectual or industrial property rights from the Scripts.
12.7 UNICLE shall be allowed to take technical measures to protect the Scripts or with a view to agreed restrictions in the duration of the right to use the Scripts. The Buyer shall not be allowed to remove or evade such a technical measure. If security measures result in the Buyer being unable to make a back-up copy of Scripts, UNICLE shall provide the Buyer with a back-up copy upon request.
12.8 Unless UNICLE provides a back-up copy of the Scripts to the Buyer, the Buyer can make one back-up copy of the specific settings or profile (e.g. pipelines) in the Scripts, which can only be used to protect against involuntary loss of possession or damage. The back-up copy can only be installed after involuntary loss of possession or damage. A back-up copy must have the same labels and copyright designations as are present on the original version (see Article 12.6).
12.9 Notwithstanding the foregoing, if Buyer provides (links to) public data on the Platform, such public data, whether or not easy publicly available, shall not be considered Buyer’s intellectual property and UNICLE shall have the right to use such data for other (commercial) purposes.
Article 13: Miscellaneous
13.1 The Contract, including this General Terms & Conditions and the Terms of Service, contains the entire understanding between UNICLE and Buyer relating to the subject matter herein and supersedes all prior oral or written agreements between UNICLE and Buyer. UNICLE and Buyer are independent contractors, and the Contract does not create a partnership, joint venture, employment or agency relationship between UNICLE and Buyer.
13.2 If one or more provisions of the present General Terms and Conditions and Terms of Service are found to be contrary to applicable law or null and void for any other reason, the remaining provisions shall continue to apply in full force and effect, and the clause in question shall not be void but shall be applied within the confines of what is legally permissible in the general spirit of these General Terms and Conditions.
13.3 Without UNICLE’s prior written consent, the Buyer shall not be allowed to transfer the rights and obligations it has vis-à-vis UNICLE to third parties.
13.4 UNICLE reserves the right to outsource all or part of the fulfilment of the Contract to sub-contractors.
13.5 Notwithstanding Article 11.3, UNICLE shall be free to use the Contract as a reference for its commercial activities, without the Buyer’s prior written consent. This also means Buyer agrees that UNICLE can publicly disclose that UNICLE is providing Services to Buyer and can include Buyer’s name, logo, trade names, trademarks, service marks, trade dress, logos and other rights in indicia in any promotional materials, including without limitation any press releases issued by UNICLE and on the website and printed materials.
13.6 The non-exercise by UNICLE or Buyer of any of its rights shall on no account be construed as a waiver of said rights.
Article 14: Non-solicitation
The Buyer shall not, directly or indirectly, entice away, solicit or hire (whether as an employee or a contractor or otherwise) the consultants of UNICLE (irrespective of whether these are employees or contractors) involved in the execution of a workorder/quote during the term of said workorder/quote plus 1 (one) year. Breach of this non-solicitation obligation shall automatically and without notice result in a lumpsum damage payment by Buyer to UNICLE of 50.000 EUR (fifty thousand euros) per breach.
Article 15: Applicable Law and Competent Courts
14.1 Any disputes between UNICLE and the Buyer shall be solely governed by Belgian law, excluding its conflicts of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly ruled out.
14.2 All disputes of any kind, with the inclusion of those relating to the application and interpretation of the present General Terms and Conditions and the Terms of Service, the Contract or any other binding documents agreed between UNICLE and the Buyer, shall be exclusively heard by the courts of Leuven, Belgium.
TERMS OF SERVICE
Version January 2023
Article 1: Applicability
1.1 These Terms of Service are applicable, in addition to the General Terms & Conditions above to the use of UNICLE’s Products, Services and Platform, whether or not covered by an Engagement Letter.
1.2 These Terms of Service could change or be updated from time to time. It remains Buyer’s responsibility to access and check the Terms of Service whenever using UNICLE’s Products, Services and Platform. The latest version of these Terms of Service will govern any future usage by Buyer of the Products, Services and Platform.
Article 2: Definitions
2.1 On top of the Definitions in the General Terms and Conditions, who shall be applicable to these Terms of Service, the following words and expressions shall have the following meanings, when used in these Terms of Service with a capital letter:
• Aggregated Data: the Submitted Data aggregated by UNICLE;
• (Analysis) Tools: UNICLE-proprietary tools made available through the Platform from time to time;
• Hosting: the making available of Buyer’s content on the Internet;
• Internet: the network of interconnected e-communications and computer systems connected by internet protocol numbers;
• Submitted Data: data submitted by Buyer to UNICLE from time to time during the term of the Contract;
• Suggestions: suggestions of the Buyer for improvements, modifications or enhancements to the Services from time to time in connection with the Services;
• Terms of Service: these Terms of Service, attached to and forming a part of the General Terms & Conditions;
• Tool Descriptions: information or descriptions provided by UNICLE about (Analysis) Tools or other third party products or services;
• Tool License Agreement: additional license agreement terms made available on the Platform from time to time;
• UNICLE Content: the Services and the Platform, documentation, and any other intellectual property rights relating thereto, including all modifications, enhancements, derivatives, and other software and materials relating to the Platform, and all copies thereof whether pre-existing or developed in the future
• Upload: to transfer computer files to UNICLE’s computer system for publication on the Internet;
2.2 Any of the above definitions in the singular include the plural and vice versa.
Article 3: Buyer’s Responsibilities
3.1 Buyer is responsible for obtaining any equipment and Internet service necessary to access UNICLE’s Services, including without limitation the Platform, and for paying any fees for a specific Service and/or Tool Buyer select from time to time. UNICLE can alter, suspend, or discontinue the Services, in whole or in part, at any time and for any reason, without notice. UNICLE can restrict access to portions of its Services, including without limitation the Platform, for some or all users, from time to time. The Services can also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
3.2 When making use of the Services, Buyer has to complete a registration form, choose a username, provide an email address, and create a password. Buyer agrees to keep this information secure and not to pass that information to any unauthorized person. In the event of the login name and password being used by any unauthorized person, UNICLE accepts no responsibility and Buyer will be solely liable for additional charges arising therefrom. During any registration, Buyer is required to give truthful contact information (such as email address) in accordance with these Terms of Service. Buyer agrees to notify UNICLE immediately if Buyer believes that login credentials have been or could be used without Buyer’s permission so that appropriate action can be taken. UNICLE is not responsible for losses or damage caused by Buyer’s failure to safeguard login credentials.
3.2 It is Buyer’s sole responsibility to make regular back-ups of his/her data and files used in connection with the Services. Even though UNICLE makes its own periodic back-ups for server maintenance purposes, UNICLE is not responsible whatsoever for Buyer’s data or files.
3.3 Should UNICLE reasonably deem Buyer a threat to the integrity of UNICLE’s network whether as a result of actions or threats of such actions or by hostility of actions or due to any other reason which in UNICLE’s considered opinion would be against its business interest, then UNICLE can terminate the Contract immediately without the requirement for prior notification.
Article 4: Intellectual Property
4.1 Subject to Article 12 of the General Terms & Conditions, all Buyer owned data stored on the UNICLE platform is accessible by UNICLE’s administrators, which are only be accessed in case of specific requests from Buyer.
4.2 Subject to Article 12 of the General Terms & Conditions all intellectual property rights concerning the Services including the designs, software, documentation and all other materials that were developed and/or used to prepare or execute
the Contract between UNICLE and the Buyer, or arising rights, will exclusively remain vested in UNICLE, except in case of co-ownership of intellectual property rights, in which case such rights belong to both Buyer and UNICLE. The provision of Services does not constitute any transfer of intellectual property rights. The Buyer will acquire a non-exclusive and non-transferable user right to use the results of the Services for the agreed purposes. The Buyer will adhere rigidly to the conditions laid down in article 12 of the General Terms & Conditions, or otherwise imposed on the Buyer. Without prior written permission from UNICLE, the Buyer will not disclose the results of the Services, either fully or partly in any way whatsoever, copy them or make them available to a third party without the written permission of UNICLE. The Buyer shall not remove and/or alter the instructions of UNICLE relating to copyrights, brands, trade names or other intellectual property rights in any way.
4.3 The structure, organization, and code used in conjunction with the Services, including without limitation the Platform, and all content available via the Services are proprietary to UNICLE and/or UNICLE’ supplier(s), except in case of co-ownership, and UNICLE and/or its suppliers retain exclusive ownership of the UNICLE Content . The UNICLE Content could contain errors, defects or inaccuracies. UNICLE reserves the right to make changes to the UNICLE Content without obligation to issue any notice of such changes.
4.4 The service marks and trademarks of UNICLE, including without limitation “UNICLE” and the UNICLE logos, are service marks owned by UNICLE. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. Buyer cannot copy or use any of these marks, logos or trade names without the express prior written consent of the owner. Buyer shall not remove any proprietary, copyright, trademark, or service mark legend from any UNICLE Content.
4.5 Buyer can view, copy, and download self-created project content UNICLE Content that is made available to Buyer on the Platform or through the Services, subject to the condition that Buyer shall not have the right to copy or download any UNICLE Content unless explicitly permitted by UNICLE.
4.6 Nothing contained within the Services should be construed as granting, by implication or otherwise, any license or right to use the Services or any UNICLE Content or trademarks displayed on the Services, except: (a) as expressly permitted by the General Terms & Conditions or Terms of Service; or (b) with UNICLE’s prior written permission or the permission of the third party that owns the trademark or copyright of the UNICLE Content.
4.7 Buyer can provide UNICLE with Suggestions. All such Suggestions are provided “AS IS.” Buyer grants to UNICLE a non-exclusive, royalty-free, perpetual, irrevocable license under all Suggestions and all intellectual property rights therein, to copy, use and modify such Suggestions and to make, have made, use, import, offer to sell and sell products and services incorporating such Suggestions.
Article 5: Data and Content Rights and Obligations
5.1 Submitted Data shall only be provided by Buyer to UNICLE and the Platform in compliance with applicable laws and regulations and Buyer’s rights in such Submitted Data. Buyer grants to UNICLE the non-exclusive right to aggregate the Submitted Data, such that such aggregated data does not identify Buyer or any individual, into Aggregated Data and to analyze, copy, use and disclose Aggregated Data during and after the term of these Terms of Service in any manner, including, without limitation, in connection with improving the Services.
5.2 Buyer represents and warrants that:
• Buyer owns the User Content submitted and used on or through the Services or otherwise has the right to grant the rights and licenses set forth in these Terms of Service;
• the submission and use of Buyer’s User Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights;
• Buyer agrees to pay for all royalties, fees, and any other monies owed by reason of User Content submitted or used on or through the Services.
5.3 UNICLE has the right, but not the obligation, to monitor User Content submitted to the Services, to determine compliance with these Terms of Service and any other applicable rules that could be established. UNICLE has the right to edit or remove any material submitted to or posted through the Services. Without limiting the foregoing, UNICLE has the right to remove any material that UNICLE, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and Buyer is solely responsible for the User Content that posted to the Services.
5.4 Buyer acknowledges and agrees that UNICLE can store and/or preserve User Content and can also disclose User Content and/or other information provided if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, (b) enforce the terms of these Terms of Service, (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms of Service, and/or (d)
protect the rights, property, or personal safety of UNICLE, its representatives and/or agents, its users or the public.
Article 6: Analysis Tools and Third Party Links
6.1 UNICLE currently makes available Analysis Tools through the Services. Each such Analysis Tool is provided “AS IS” except for any third party warranties or other contractual commitments set forth separately via the Platform specifically with respect to such Analysis Tools. Use or download of Analysis Tools can be subject to a Tool License Agreement. UNICLE can provide Tool Descriptions that UNICLE prepares or obtains from independent third parties, such as from third party vendors. UNICLE does not warrant that Tool Descriptions are accurate, complete, reliable, current, or error-free. Buyer agrees that UNICLE is not liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Tool Descriptions or other UNICLE Content, or for any decision made or action taken by Buyer relying upon the Tool Descriptions or other UNICLE Content.
6.2 The Services can provide Buyer with the ability to link to external sites, or download content from third party sites, from time to time. Such external links on the Services will lead to other websites, including advertised products or content sold or otherwise made available by outside vendors and companies. UNICLE provides any such links as a convenience only. UNICLE is not liable for the content, goods, services, advertising, or other materials found on any external websites. Any logo of a third party used on the website or Platform is a trademark of such third party or its affiliates.
6.3 In no event shall any reference to any third party or third party product, content or service be construed as an approval or endorsement by UNICLE of that third party or of any product, content or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that UNICLE endorses or accept any responsibility for the content or use of such a website.
Article 7: Prohibited Conduct
7.1 Buyer agrees not to engage in the following conduct and not to authorize or aid others in doing so:
• Transmit or submit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by UNICLE. UNICLE reserves the right to inform the relevant authorities and to terminate the Contract forthwith;
• Submit false, misleading, untruthful, or inaccurate User Content;
• Utilize any automated means, including without limitation scraping, to obtain content from the Services, with the exception of authorized use of the UNICLE API;
• Post or upload any material which infringes another’s copyright, trademark or trade secret or any other intellectual property right. UNICLE accepts no responsibility for Buyer’s actions in either uploading material to the Internet or in Buyer’s transferal of any material to other websites (or vice versa);
• Post unsolicited advertising or unlawfully promote products or services or to send unsolicited spam e-mail;
• Harass, threaten or intentionally embarrass or cause distress to another person or entity;
• Impersonate another person;
• Introduce or upload viruses, worms, Trojan horses and/or harmful code to the Internet, Services, Tools or Platform or implement a denial of service attack or introduce nor perform any action which results in disruption or damage to the Services;
• Obtain unauthorized access to any computer system through the Services or to any information or resources of any person, body corporate individual, partnership, government agency, national institution, charity or recognized organization without first having obtained authority from those persons or institutions;
• Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent;
• Use, or allow the use of, the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations;
• Encourage conduct that would constitute a criminal or civil offense;
• Use the Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity;
• Reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Services or any software component of the Services or the Analysis Tools, except to the extent permitted by any separate Tool License Agreement applicable to such Analysis Tools as could be provided by UNICLE from time to time;
• Alter, damage or delete any data other than Buyer’s own User Content or retrieve or record information about the Services or its uses;
• Act in a fraudulent, tortious malicious, or negligent manner when using the Services.
7.2 Buyer shall promptly notify UNICLE of any complaints or objections to use of the Services by Buyer made by a third party.
7.3 UNICLE reserves the right to suspend or terminate any part or portion of the Services or terminate the access to the Services if it reasonably believes that Buyer is misusing or abusing such Services or is otherwise in breach of these Terms of Service.