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TERMS AND CONDITIONS FOR THE USE OF EUFORMATICS’ SOFTWARE (OMNOMICSQ) AND SERVICES THESE TERMS AND CONDITIONS ARE A LEGAL AGREEMENT BETWEEN YOU ("CLIENT") AND EUFORMATICS OY, AN ENTITY VALIDLY ORGANISED UNDER THE LAWS OF FINLAND AND HAVING ITS PRINCIPAL PLACE OF BUSINESS AT KEILARANTA 4, 02150 ESPOO, FINLAND ("EUFORMATICS"). BY ACCESSING OR OTHERWISE USING ALL OR ANY PORTION OF EUFORMATICS’ SOFTWARE (OMNOMICSQ) OR SERVICES, CLIENT AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS AND AGREES THAT THESE TERMS AND CONDITIONS ARE AN AGREEMENT ENFORCEABLE LIKE ANY WRITTEN, SIGNED AND NEGOTIATED AGREEMENT.

1. DEFINITIONS

1.1. "Results" means the results from analyzing with the Software numerous short reads of a patient’s DNA obtained by Client from biological samples by use of a Sequencer.

1.2. "Sequencer" means a specific measuring device by which a patient’s DNA can be sequenced and measured.

1.3. "Service" means analysis and storage of the Results, providing access to the Results to Client.

1.4. "Software" means a software (omnomicsQ) enabling analysis of short reads of a patient’s DNA, access to and storage of the Results.

2. LICENSE

2.1. Limited Use. Subject to these Terms and Conditions and the applicable Purchase Order, which are collectively referred to as the "Agreement", Euformatics grants Client during the Term a worldwide, non-exclusive, non-transferable, limited license to use the Software and/or access the Services.

2.2. No assignment. Except as specified below, Client shall not sell, lease, sublicense, assign, or transfer the rights or access granted to Client under this Agreement without Euformatics’ advance written consent.

2.3. Restrictions. Client acknowledges and agrees that the Software and Services provided by Euformatics hereunder contains proprietary information and in order to protect such information, Client shall not, nor shall it allow a third party to, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of the Software.

3. EQUIPMENT

Euformatics shall not be responsible for issues related to software/hardware installation outside Euformatics’ server environment or for any equipment Client may need to be able to use the Software or Services.

4. LOG-IN INFORMATION

4.1. To obtain access to and use the Software or Services, Client may be required to create an account with a log-in ID and password ("Log-In Information").

4.2. Client is responsible for all activity occurring under its Log-In Information, and Client must keep its Log- In Information confidential and not share its Log-In Information with third parties. Euformatics has no obligation or responsibility with regard to Client’s use, distribution, disclosure, or management of its Log-In Information.

5. STORAGE

Euformatics does not store any content from Client, except as necessary for Euformatics to run the Software or perform the Services.

6. REPRESENTATIONS AND WARRANTIES

6.1. By Client. Client warrants and represents to Euformatics that Client has sufficient rights in any content, data or material provided to Euformatics for the purpose of using the Software or providing the Services ("Client Content"). Such Client Content may include but is not limited to any necessary authorization or clearance related to any rights of ownership, privacy, publicity or intellectual property. Client also warrants and represents that it will not provide Euformatics with any Client Content that:

(i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights;

(ii) violates any law or regulation;

(iii) violates patient’s privacy rights; or (iv) comprises inappropriate, defamatory or otherwise unlawful content;

(v) contains any viruses, Trojan horses, worms or any other similar software, data or programs that may damage or detrimentally interfere with any system, data, information, or property of another; or

(vi) otherwise violates this Agreement.

6.2. By Euformatics. Euformatics warrants and represents that any Software or Services provided hereunder shall be provided in a competent and workmanlike manner in accordance with industry standards.

7. OWNERSHIP

7.1. Euformatics and its licensors shall retain all right, title and interest in and to the Software and the Services and all product names, logos, service marks and trade names, including third-party names, used by Euformatics in connection with the Services ("Marks").

7.2. Client agrees that any suggestions it provides to Euformatics relating to improvements of the Software or Services will become the property of Euformatics, and that Euformatics has no obligation to compensate Client for such suggestions.

7.3. Client shall retain all right and title in and to the Client Content.

8. USE RESTRICTIONS

In connection with Client’s use of the Software or Services, Client agrees not to:

(a) introduce a virus, Trojan horse, worm or other harmful software code or similar files that may damage the operation of a third party’s computer or property or information;

(b) use the Software or Services in any manner that could damage, disable, overburden, or impair any Euformatics’ server, or the network(s) connected to any Euformatics’ server or interfere with any other party’s use and enjoyment of the Services;

(c) attempt to gain unauthorized access to the Services, through hacking, password mining, or any other means;

(d) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Software or Services;

(e) sell, lease or rent access to or use of the Software or Services, or otherwise transfer any rights to use the Software or the Services under this Agreement;

(f) violate the legal rights (such as rights of privacy) of others; or

(g) upload, or otherwise make available, files that contain material protected by intellectual property laws, unless Client owns or controls the rights thereto or have received all necessary consent to do the same.

9. RIGHT TO TERMINATE

9.1. In addition to the right of termination set forth in section 6 of this Agreement, if Euformatics becomes aware of any possible violations by Client of its representations and warranties regarding Client Content, Use Restrictions or any other provision of this Agreement, Euformatics reserves the right to investigate such violations and Euformatics may, at its sole discretion, suspend or terminate immediately Client’s license to use the Software and/or access to the Services. Euformatics may also in such case change, alter or remove such violating Client Content, in whole or in part, without prior notice to Client.

9.2. Upon breach of this Agreement by a party, the non- breaching party shall notify the breaching party in writing of such breach, upon which the breaching party shall have thirty (30) days (ten (10) days in the case of nonpayment)) to cure such breach. If the breach is not cured within the applicable cure period, the non-breaching party may terminate this Agreement, or in the case of Client’s breach, Euformatics may without any further notice, in its sole discretion: (a) terminate this Agreement and/or (b) suspend any licenses and/or access to the Software or Services granted hereunder until such breach is cured. All payments made or due before that date are non-refundable.

10.INDEMNIFICATION

10.1. By Client.

client shall indemnify and defend Euformatics from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from Client Content or Client’s use of the Software or Services.

10.2. By Euformatics.

(a) Euformatics shall indemnify and defend Client from any third party claims suits, or proceedings brought against Client to the extent that it is based on a third party claim that using the Software or accessing the Services provided by Euformatics infringes any patent, copyright or trademark or other intellectual property right issued on or before the effective date of this Agreement, provided that (i) Euformatics is promptly notified in writing of the claim, (ii) Client provides reasonable assistance (at Euformatics’ expense) with such claim (iii) Euformatics is accorded the right to have final discretion with regard to the defense and any negotiations or settlement of such claim, and (iv) Client does not admit fault or liability of Euformatics or of itself. Should the Software or Services become the subject of any such claim of infringement, then Euformatics will, at its discretion, either: (i) replace or modify them so that the use becomes non-infringing; or (ii) refund any License Fees paid in advance to Euformatics that Client has not used as of the date of notice provided by Client and terminate this Agreement.

(b) The indemnity in section 14.2(a) shall not apply to any claim to the extent it arises from: (i) the Software or Services being modified by anyone other than Euformatics; (ii) the use or combination of the Software or Services with programs, data, equipment, or materials not provided by Euformatics, if the claim would have been avoided by using them without such programs, data, equipment or materials; or (iii) the Client Content. To the maximum extent permitted by applicable law, this section 14.2 states Euformatics’ entire liability and Client’s exclusive remedy for infringement or other third party claims.

11. WARRANTY DISCLAIMER/ LIMITATION OF LIABILITIES

11.1. EXCEPT AS PROVIDED HEREIN EUFORMATICS’ SOFTWARE AND SERVICES ARE PROVIDED "AS IS." EUFORMATICS DOES NOT WARRANT THAT ACCESS TO OR USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. IN THE EVENT OF ANY INTERRUPTION, EUFORMATICS’ SOLE OBLIGATION SHALL BE TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE.

11.2. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ANY AND ALL REPRESENTATIONS, GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. EUFORMATICS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS CLIENT MAY OBTAIN BY ACCESSING THE CLIENT CONTENT ON EUFORMATICS’ SERVERS OR USING EUFORMATICS’ SOFTWARE OR SERVICES.

11.3. EUFORMATICS MAKES NO CLAIMS AND SPECIFICALLY DISCLAIMS ANY CLAIMS OR WARRANTIES WITH RESPECT TO PRIVACY, DATA LOSS OR CONTENT CORRUPTION.

11.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EUFORMATICS AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING BUT NOT LIMITED TO: THOSE ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SOFTWARE, THE SERVICES, CLIENT CONTENT OR RELATED TECHNICAL SUPPORT; BUSINESS INTERRUPTION; DAMAGES OR COSTS RELATING TO THE LOSS OF PROFIT, REVENUES, BUSINESS, BUSINESS OPPORTUNITIES, GOODWILL OR DATA (INCLUDING LOSS, INACCURACY OR CORRUPTION OF DATA); PRODUCTS LIABILITY; OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL EUFORMATICS’ AND ITS LICENSORS’ LIABILITY EXCEED THE AMOUNT PAID BY CLIENT FOR THE SOFTWARE OR SERVICES WHICH DIRECTLY GAVE RISE TO THE DAMAGES, REGARDLESS OF THE FORM OF THE CLAIM (INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT CLAIM (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE).

11.5. EUFORMATICS’ TOTAL LIABILITY TO CLIENT FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE YEARLY LICENSE FEE SET IN THE APPLICABLE PURCHASE ORDER.

11.6. CLIENT AGREES THAT ANY CLAIM ARISING OUT OF OR RELATED TO THE USE OF THE SOFTWARE OR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR BE FOREVER BARRED.

11.7. EUFORMATICS’ LICENSORS SHALL HAVE NO LIABILITY TO CLIENT FOR ANY REASON.

12. SURVIVAL

The limitations of liability and payment provisions shall survive termination of this Agreement, but this shall not imply or create any continued right to access Euformatics’ servers after termination of the Agreement or continuation of any other terms of this Agreement.

13. NOTICE

Any notice under this Agreement will be in writing and will be deemed to have been duly served at latest three (3) working days after it is sent. Any breach or termination notices shall be sent to:

Euformatics Oy
Attention: Customer Service
Address: Keilaranta 4, 02150 Espoo, Finland
Email: support@euformatics.com

14. FORCE MAJEURE

Except for payment obligations, neither party shall be responsible for any failure or delay in its performance due to circumstances beyond its reasonable control.

15. COMPLETE AGREEMENT

Both parties agree that the Agreement including any other terms on Euformatics’ website or otherwise referenced therein, is the complete and exclusive statement of their mutual understanding and supersedes and cancels all previous written and oral agreements and other understandings related to the subject matter of this Agreement. No change or modification of the license granted to Client under this Agreement will be valid unless it is in writing and is signed by Euformatics.

16. GOVERNING LAW AND VENUE

This Agreement shall be governed and interpreted by the laws of Finland, without reference to its conflict of laws principles. In any event, this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes arising under this Agreement will be brought at Helsinki court, Finland.

17. MISCELLANEOUS

17.1. No agency, partnership, or joint venture is created under this Agreement.

17.2. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect.

17.3. Euformatics’ failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless agreed to by Euformatics in writing.

17.4. Client’s rights hereunder may not be assigned or transferred to any third party without the prior written approval of Euformatics.

17.5. Client shall comply with all applicable federal, state, local and foreign laws and regulations with respect to any exercise of Client’s rights hereunder, including any laws prohibiting the data or content hereunder from being transferred, exported or accessed into or by any country or used in any manner prohibited by applicable export control or data privacy laws and regulations.