Nuclera Platform Terms of Use

 

1. Parties

 

• These Platform Terms of Use apply between us, in England and Wales, registered under number 08663936, whose principal place of business is at One Vision Park, Station Road, Impington, Cambridge, CB24 9NP, (Nuclera); and You, the user in whatever capacity you use the Platform, and if you are using the Platform on behalf of a legal person, business or other organization, it includes such Organization (Organization).

 

• Where you are an Organization, these Platform Terms of Use apply to all and any of your employees, officers, contractors and other personnel who you instruct or enable to use the Platform and you will be responsible for their compliance with these Platform Terms of Use.

 

• In these Platform Terms of Use, Platform means the Nuclera eProtein Discovery™ platform accessible at a url that Nuclera may designate from time to time.

 

• These Platform Terms of Use are to be read in conjunction with Nuclera’s Terms and Conditions for the Supply of the eProtein Discovery™ System (Terms and Conditions), into which they are incorporated.

 

2. Authority and Capacity

 

By using the Platform on behalf of any Organization, You represent and warrant that You have all necessary capacity and authority to enter into these Platform Terms of Use on behalf of such Organization as a legally binding contract between such Organization and Nuclera in all applicable jurisdictions and that the Organization enters into such contract.

 

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 You by any other reasonable means. Such updates shall take effect five (5) days after details of them are so posted or, if earlier, of You otherwise being notified of the update. Please check [https://www.nuclera.com/platform-terms-of-use/] regularly for details of updates.

 

• If You do not agree to any update, You must stop using the Platform and any Platform Features (as defined below) before the update takes effect.

 

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 (Platform Features, which expression includes any feature, function or content on or in the Platform) for use as part of Nuclera’s eProtein Discovery™ System for prototyping proteins (the System). These include features enabling: the design of DNA constructs; the customization 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 you for such use (Instrument).

 

5. These Platform Terms of Use

 

• These Platform Terms of Use are intended to protect the Platform and all users.

 

• These Platform Terms of Use set out Nuclera and Your respective rights and obligations relating to Your use of the Platform.

 

• If these Platform Terms of Use do not expressly permit You to use the Platform or the Platform Features in a certain manner or for a certain purpose, then You must not use it in that manner or for that purpose.

 

6. Access to the Platform

 

• You represent and warrant that You will:

 

• only access the Platform using the password that Nuclera provides to You for your use or the password you select in place of that password as permitted on the Platform (Password);

 

• keep Your Password secure and assume responsibility for any use of the Platform using Your Password; and

 

• not obtain or endeavor to obtain or ascertain any passwords, usernames or other login details from any other user of the Platform.

 

• You acknowledge and agree that it is Your responsibility to ensure You have and use appropriate equipment compatible with the Platform and the Instrument to connect to and use the Platform.

 

7. Use the Platform

 

• You must ensure that Your use of the Platform complies with:

 

• these Platform Terms of Use and the Terms and Conditions;

 

• all documentation relating to the Platform and/or Platform provided or made available to you by Nuclera (Documentation);

 

• any other terms agreed between Nuclera and You; and

 

• all relevant laws and regulations of any jurisdiction, government or regulatory body.

 

• For the avoidance of doubt, the Platform may only be used for Your internal research purposes as part of the System and not to provide any service for any third party.

 

8. Restrictions on Use of the Platform

 

• You 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, or in any way which:

 

• makes any private information on the Platform publicly available;

 

• causes or is intended to cause annoyance, inconvenience or anxiety or is abusive, harmful, threatening or defamatory or may otherwise cause offence;

 

• does or may breach a legal duty to anyone (including a duty of confidentiality); or

 

• might 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.

 

• You must not do or purport or attempt to do any of the following in relation to the Platform:

 

• Upload, transmit or distribute any material that comprises or contains a virus, trojan or other malicious code;

 

• distribute, license, sell, rent, lease or otherwise deal in or encumber the Platform or your rights to use the Platform;

 

• modify, add to, or otherwise enhance the Platform;

 

• integrate the Platform with your own application or systems, save and solely to the extent the Terms and Conditions so permit;

 

• 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 you shall give Nuclera notice of your intention and the opportunity to provide you with the information which you are seeking in order to carry out a purpose which cannot be restricted by law;

 

• infringe or copy Nuclera code or content or the design of the Platform or any of Nuclera’s other intellectual property rights;

 

• attempt to gain unauthorized access to or interfere with the proper working of the Platform and, in particular, must not attempt 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;

 

• permit any third party to access or use the Platform;

 

• use the Platform on behalf of any third party;

 

• provide false identity information to gain access to or use the Platform or impersonate any person;

 

• 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.

 

9. Licences to use the Platform and Platform Features

 

• Nuclera grants You a non-exclusive, revocable and non-transferable license, with a right to sublicense to end-users only where you are an Organization and they are your employees and only to the extent they do so in the course of their employment with you, to use, and to permit such employee end-users to use, the Platform for the purposes set out in the Terms and Conditions or other applicable Agreements between You (or your Organization) and Nuclera (the “Purpose”), subject to the restrictions on use in these Platform Terms of Use and the Terms and Conditions. You must not use the Platform for any other purpose or grant or purport to grant any sub-license, except as set out above.

 

• The Platform licensed under these Platform Terms of Use shall include automatic updates incorporating such error corrections patches as Nuclera may implement from time to time together with any other new releases which Nuclera so implements. Nuclera will use reasonable endeavours to notify you at least thirty (30) days prior to any major new release of the Platform.

 

• Nuclera grants You a non-exclusive, revocable, and non-transferable license (with a right to sublicense to end users as aforesaid) to download, copy, display, view and use the Platform Features for the above Purpose, provided that You shall not:

 

• create permanent copies of the Platform Features;

 

• remove, alter, or cover up any trade mark, service mark, copyright and other proprietary notices contained in the Platform Features;

 

• without Nuclera’s prior written consent, copy (save for making transient copies as necessary for normal use), translate, modify, adapt, make derivative works of, or commercially distribute or otherwise exploit the Platform Features, or use the Platform or any Platform Features in a way that inaccurately suggests an association between You and Nuclera or Nuclera licensors; or

 

• otherwise use or exploit the Platform Features in any way for any purpose except for the Purpose.

 

• You shall not transfer Your rights to use the Platform to anyone else.

 

• You accept that the Platform Features may contain third party intellectual property rights and You shall ensure that Your use of such Platform Features does not infringe those rights.

 

• Except for Your right to use the Platform, Platform and Platform Features as specifically granted in these Platform Terms of Use, all intellectual property rights in and to the Platform, Platform and Platform Features belong to and remain Nuclera’s (or its licensors).

 

• If You acquire any intellectual property rights (e,g copyright, trade marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) in the Platform or any Platform Features, You shall transfer these rights (both existing and future) with full title guarantee to Nuclera or its nominee on demand. You shall sign all documentation and do such things as Nuclera requires necessary to so transfer those rights.

 

• You accept and understand that the Platform and Platform Features contain confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any copyright notice, trade mark or other proprietary markings on or in the Platform, Platform Features or any related materials and documentation.

 

10. Data protection

 

• You and Nuclera shall at all times comply with Nuclera and your respective obligations under applicable laws relating to personal data (as defined in those laws).

 

• You acknowledge that You and Nuclera are separate controllers of personal data under data protection laws and that neither is the processor of the other nor a joint controller with the other in relation to such data. You warrant and represent that you will not upload or input onto the Platform any personal data other than the contact details, such as the names and email addresses, of You or your employee end-users of the Platform.

 

• With respect to the processing of personal data by Nuclera, you are referred 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, including personal data, for the purposes of improving any element of the System, as set out in such policy.

 

• To the extent that You upload or input non-personal confidential data onto the Platform, such as scientific information relating to your constructs, Nuclera shall keep such data confidential in accordance with confidentiality provisions of the Terms and Conditions, provided that, as set out above, Nuclera may use such data, including Your protein sequences and data generated by you for the purposes of enhancing its System or services.

 

11. Nuclera rights

 

• Nuclera has the right at any time to access Your Platform account and to monitor Your use of the Platform to ensure You are complying with these Platform Terms of Use.

 

12. Nuclera Marks

 

• All trade marks (the 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 license or right to use any Marks displayed on the Platform without Nuclera’s written permission. Any such use (if agreed) must be strictly in compliance with Nuclera’s Brand Guidelines.

 

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

 

13. Confidentiality

 

• You shall keep Nuclera’s confidential information confidential. This includes all information (of any kind and in any format and coming into Your knowledge, possession or control) relating to Nuclera’s business, including its technology, products and services, which is identified as confidential or ought reasonably to be considered confidential (Confidential Information).

 

• You shall only use Confidential Information to use the Platform and will notify Nuclera of any unauthorised misuse, disclosure, theft or loss thereof immediately upon becoming aware of this.

 

• You shall not without Nuclera’s prior written consent use, disclose, copy or modify Confidential Information (or permit others to do so) other than as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Platform Terms of Use.

 

• You may disclose Confidential Information to Your employees as is strictly necessary for You to be able to do what You are permitted and/or required to do under these Platform Terms of Use . You shall ensure they are made aware of and agree in writing to observe these same confidentiality obligations and at all times comply with them.

 

• You may disclose Nuclera Confidential Information as required by law provided you give Nuclera prompt advance written notice of such requirement and You shall co-operate with Nuclera as it may request with regard to any challenge or limit to such requirement.

 

14. Acknowledgements

 

• You acknowledge and agree 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;

 

• You remain responsible for Your 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 Your Platform account in order to abuse the nature and intent of the Platform; and

 

• Nuclera accepts no responsibility for any liability that arises in connection with the theft of Your username or Password by third parties.

 

• Nuclera does not promise that the Platform or access to it will be:

 

• uninterrupted or error free; or

 

• compatible with third party software or equipment.

 

• Any terms offered or accepted by Nuclera in relation to the Platform depend on You using the Platform in compliance with these Platform Terms of Use and the latest versions of all Documentation.

 

• Nuclera shall not be liable, nor be required to fix, any problem arising from:

 

• any modification made to any part of the Platform by anyone other than Nuclera without Nuclera’s express prior written consent; or

 

• any defect or error wholly caused by any equipment or third party software used in connection with the Platform.

 

• Except as expressly set out in these Platform Terms of Use or the Terms and Conditions, Nuclera:

 

• make no other promises and do not agree to any other terms and conditions (express, implied or statutory) in relation to the Platform or the Platform Features or about results to be obtained from using the Platform or the Platform Features; and

 

• shall not be liable for any loss or damage arising out of any virus or other malicious code.

 

15. Liability

 

• Nuclera’s maximum aggregate liability to You in connection with Your use of the Platform shall be subject to the limits set out in the Terms and Conditions or, to the extent You are, as an individual not party thereto, the amounts you have paid Nuclera in respect of that use in the six months prior to the event giving rise to the liability, or if there is no such event, the amount of £10,000.

 

• Nuclera shall not be liable to You for any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (whether direct or indirect), or for any indirect or consequential loss or damage whatsoever, arising under or in connection with these Platform Terms of Use.

 

• Notwithstanding the above, Nuclera does not exclude or limit any liability to the extent the same cannot be excluded or limited by law (such as fraud).

 

• Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.

 

 

16. Indemnification
    • You agree to indemnify Nuclera against all losses or damages Nuclera may suffer related to:

 

• any misuse of the Platform or Platform Features, including any claim Your use of the Platform Features infringes the intellectual property rights or privacy rights of anyone else; and

 

• any breach by You of Your obligations under these Platform Terms of Use.

 

17. Termination

 

• If You breach these Platform Terms of Use or the Terms and Conditions or any other Agreement between You and Nuclera, Nuclera may terminate Your rights to use the Platform and the Platform Features and shut down or restrict Your access to the Platform, with immediate effect.

 

• Otherwise, the licenses granted by Nuclera under these Platform Terms of Use will continue until Nuclera terminates Your use or You stop using the Platform and the Platform Features.

 

• If any of the licenses granted by Nuclera under these Platform Terms of Use terminate for any reason, You shall promptly permanently delete and destroy all copies of the Platform and/or Platform Features in Your possession or control.

 

• Your obligations relating to the Platform, Platform Features, data protection, security and confidentiality and the indemnities and licenses granted by You and the limitations and exclusions of liability set out in these Platform Terms of Use and any other provisions expressed or implied to survive will continue even after any licenses (and/or these Platform Terms of Use) have otherwise ended for any reason.

 

18. Third Parties

 

• You may only allow a third party to benefit from the Platform (such as an Affiliate, as defined in and as permitted by the Terms and Conditions) if You ensure that such use:

 

• does not exceed Your permitted use under these Platform Terms of Use;

 

• is controlled by You;

 

• does not involve the disclosure of any Confidential Information or Platform Features (other than in accordance with the terms of these Platform Terms of Use ); and

 

• is otherwise subject to and in accordance with these Platform Terms of Use and the Terms and Conditions.

 

19. Governing law and jurisdiction

 

• These Platform Terms of Use and any dispute or claim arising out of, or in connection with, these Platform Terms of Use , their subject matter or formation (including non-contractual disputes or claims) shall be:

 

• governed by and construed in accordance with English law unless You are a company incorporated in the United States of America (US Organization), in which case they will be governed and construed in accordance with the law of the state of New York; and

 

• subject to the exclusive jurisdiction of the courts of England and Wales unless you are a US Organization in which case they will be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York.