Platform Terms of Use

1. Parties

These Platform Terms of Use apply between NUCLERA LIMITED, a Company registered in England under number 08663936, whose registered office is at One Vision Park Station Road, Impington, Cambridge, United Kingdom, CB24 9NP (“Nuclera”) and the user of this Platform (“Customer”).

2. Definitions

These Platform Terms of Use are to be read in conjunction with Nuclera’s Terms and Conditions (“Terms and Conditions”). Terms not defined in this Platform Terms of Use shall have the meanings ascribed to them in the Terms and Conditions.

3. Updates

Nuclera may update these Platform Terms of Use and any other documents referred to in them from time to time by posting a notice of the update on https://www.nuclera.com/platform-terms-of-use/ or by notifying the Customer by any other reasonable means. Such updates shall take effect five (5) days after details of them are so posted or, if earlier, of the Customer otherwise being notified of the update. Please check https://www.nuclera.com/platform-terms-of-use/ regularly for details of updates.

4. About the Platform

The Platform is currently structured as a cloud application run on a secure multi-tenant environment on Google Cloud Platform (GCP).

The Platform contains a variety of features (herein referred to as “Platform Features”, which includes any feature, function or content on or in the Platform) for use as part of Nuclera’s eProtein Discovery™ System for multiplex protein screening (“System”). Platform Features enable: the design of DNA constructs; the customisation of experiments; data analysis; report generation; the ordering of cartridges, reagents, pipettes and other materials for use in the System (“Materials”); and the monitoring of the Nuclera instrument purchased by the Customer for such use (“Instrument”).

5. Access to the Platform

The Customer represents and warrants that it will:

only access the Platform using the password that Nuclera provides to the Customer for its use or the password selected by the Customer in place of that password as permitted on the Platform (“Password”);
keep the Password secure and assume responsibility for any use of the Platform using the Password; and
not obtain or endeavor to obtain or ascertain any passwords, usernames or other login details from any other user of the Platform.

The Customer acknowledges and agrees that it is the Customer’s responsibility to ensure it has and uses appropriate equipment compatible with the Platform and the Instrument to connect to and use the Platform.

For the avoidance of doubt, the Platform may only be used for the Customer’s internal research purposes as part of the System and not to provide services to any third party.

6. Restrictions on Use of the Platform

The Customer must not use the Platform:

to send spam or to interfere with or degrade Nuclera services in any way.
for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act;
to make any private information on the Platform publicly available;
to cause annoyance, inconvenience, anxiety or abusive, harmful, threatening or defamatory behavior or may otherwise cause offence;
to breach a legal duty to anyone (including a duty of confidentiality);
infringe the intellectual property rights or any other rights of Nuclera or any third party, including any rights relating to data protection or privacy or confidentiality;
to upload, transmit or distribute any material that comprises or contains a virus, trojan or other malicious code;
to distribute, license, sell, rent, lease or otherwise deal in or encumber the Platform or your rights to use the Platform;
to modify, add to, or otherwise enhance the Platform;
to integrate the Platform with the Customer’s own application or systems, save and solely to the extent the Agreement so permits;
to copy, decompile, attempt to discover or gain access to the source code, reverse engineer, modify, decrypt, extract, disassemble or decompile the Platform or any element thereof and shall not observe, study or test the functioning of the Platform (or any part of it), but only so far as the same cannot be restricted by law and where it cannot be so restricted, the Customer shall give Nuclera notice of the Customer’s intention and the opportunity to provide the Customer with the information which it is seeking in order to carry out a purpose which cannot be restricted by law;
to infringe or copy Nuclera code or content or the design of the Platform or any of Nuclera’s other intellectual property rights;
to attempt to gain unauthorised access to or interfere with the proper working of the Platform and, in particular, including attempting to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Platform or any associated website, computer system, server, router or any other internet-connected device;
to permit any third party to access or use the Platform;
to use the Platform on behalf of any third party;
to provide false identity information to gain access to or use the Platform or impersonate any person;
to forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted through the Platform; or
transmit or distribute through the Platform any unsolicited or advertising, marketing or promotional material or other form of solicitation.

7. Licences to use the Platform

Nuclera grants the Customer a non-exclusive, revocable and non-transferable licence to use the Platform solely for the purposes set out in the Terms and Conditions.

8. Data protection

The parties shall at all times comply with Data Protection Laws.

The parties are separate independent Controllers of Personal Data under Data Protection Laws and neither is the Processor of the other in relation to such data. The Customer warrants and represents that it will not upload or input onto the Platform any Personal Data other than the contact details, such as the names and email addresses, of the Customer or its employee end-users of the Platform.

The processing of personal data by Nuclera, is subject to its privacy policy at https://www.nuclera.com/privacy-policy/. Without limiting the above, Nuclera has the right to use data on the Platform as set out in such policy.

To the extent that the Customer uploads or inputs non-personal confidential data onto the Platform, such as scientific information relating to the Customer constructs, Nuclera shall keep such data confidential in accordance with confidentiality provisions of the Terms and Conditions.

9. Remote Access

During remote access sessions, Nuclera shall:

access only the minimum data necessary to provide the requested technical support after obtaining consent from the Customer;
maintain the confidentiality of all Customer data accessed during remote sessions;
not retain copies of Customer data accessed during remote sessions beyond what is necessary for support documentation; and
comply with all applicable data protection and confidentiality obligations set forth in this Agreement.

10. Nuclera rights

Nuclera has the right at any time to access the Platform account and to monitor the Customer’s use of the Platform to ensure compliance with these Platform Terms of Use.

11. Nuclera Marks

All trade marks (“Marks”) which appear on the Platform are Nuclera registered and unregistered Marks or are licensed for use by Nuclera by the owners of those Marks.

Nothing contained on the Platform should be construed as granting any licence or right to use any Marks displayed on the Platform without Nuclera’s written permission.

Misuse of any Mark displayed on the Platform or any other content on the Platform, except as provided herein, is strictly prohibited.

12. Acknowledgements

The Customer acknowledges and agrees that:

the Platform may not be free of bugs or errors and that the existence of bugs or errors shall not constitute a breach of these Platform Terms of Use;
it remains responsible for its own hardware, content and any other data uploaded through the Platform;
Nuclera accepts no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to the Customer’s Platform account in order to abuse the nature and intent of the Platform;
Nuclera accepts no responsibility for any liability that arises in connection with the theft of the Customer’s username or Password by third parties;
Nuclera does not promise that the Platform or access to it will be (i) uninterrupted or error free; or (ii) compatible with third party software or equipment; and
Nuclera shall not be liable, nor be required to fix, any problem arising from (i) any modification made to any part of the Platform by anyone other than Nuclera without Nuclera’s express prior written consent; or (ii) any defect or error wholly caused by any equipment or third party software used in connection with the Platform.

13. Third Parties

The Customer may only allow a third party to benefit from the Platform (such as an Affiliate) if the Customer ensures that such use:

does not exceed the Customer’s permitted use under these Platform Terms of Use;
is controlled by the Customer;
does not involve the disclosure of any Confidential Information; and
is otherwise subject to and in accordance with these Platform Terms of Use and the Terms and Conditions.