InsideDNA Terms and Conditions
Please read these Terms carefully and make sure that you understand them, before registering for an account and using the tools and services available on this site. If you are entering into this Agreement for an entity, such as the company you work for, you warrant and represent to us that you have the legal authority to bind that entity to this Agreement.
InsideDNA allows you to search for bioinformatics tools and run genomic analysis in the cloud for use in connection with your research. The tool allows you to access bioinformatics tools swiftly to run via an easy to use web interface, as well as providing a facility to publish, analyse and store your data in one space, whilst collaborating with your team.
InsideDNA makes no representations and warranties regarding the accuracy, completeness, marketability, or ownership of research data, tools and scripts contained in the InsideDNA database, nor of the quality, merchantability, or fitness for a particular purpose.
We amend these Terms from time to time as set out in clause 13. Please check these Terms to ensure you understand the terms which will apply at that time of your use of the InsideDNA Service.
By accessing or using the InsideDNA Service accessible at https://insidedna.me, you hereby agree to the Terms and Conditions set forth below.
Customer Data: shall include Derived Data and any other data, including results, projects, reports analysis; including scripts uploaded by the Customer for its own use and use of other customers accessing the InsideDNA uploaded by the Customer to the InsideDNA Database.
the date the Customer receives confirmation from InsideDNA that their account has been setup.
all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the InsideDNA Services who need to know the confidential information in question (Representatives) to the other party and that party's Representatives in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure. For clarity, Confidential Information does not include any InsideDNA Data (PD).
any data and analysis derived from using the InsideDNA Service by the Customer.
Documentation: the documentation made available to the Customer by InsideDNA online via www.insidedna.me or such other web address notified by InsideDNA to the Customer from time to time which sets out a description of the InsideDNA Services and the user instructions for the InsideDNA Services, including all notes, guides and any literature available concerning the InsideDNA Service and the tools within the InsideDNA Database.
InsideDNA Database: the database of tools and scripts available to allow the Customer to conduct the analysis and reports that it requires to make use of the InsideDNA Service.
InsideDNA Service: means the service of providing access to the Customer of the InsideDNA Database allowing the Customer to access bioinformatics tools to run via an easy to use web interface, as well as providing a facility to publish, analyse and store its data in one space. Reference to the InsideDNA Service shall include the Inside DNA Database as the context requires.
- Subject to the Customer accepting these Terms, and any revisions from time to time, InsideDNA hereby grants to the Customer a non-exclusive, non-transferable right to permit the Customer to use the InsideDNA Service solely for the customer's personal use and internal business operations.
- The Customer is solely responsible for installing and maintaining the equipment and other hardware and software necessary to use the InsideDNA Service, as well as responsible for security of its own username and password. InsideDNA cannot be held responsible for unauthorised access to your data or projects.
- The Customer shall be the first port of call in the event of any breach of these Terms or notice of breach of any third party intellectual property rights.
The Customer shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
- and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the InsideDNA Service and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the InsideDNA Service;
- access all or any part of the InsideDNA Service and Documentation in order to build a product or service which competes with the InsideDNA Service and/or the Documentation; or
- use the InsideDNA Service and/or Documentation to provide services to third parties; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the InsideDNA Service and/or Documentation available to any third, or
- attempt to obtain, or assist third parties in obtaining, access to the InsideDNA Services and/or Documentation, other than as provided under clause 2; and
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the InsideDNA Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify InsideDNA without delay.
The Customer may not upload to, or distribute or otherwise publish through the InsideDNA Service any scripts, tools, content, information, or other material that:
- violates or infringes the rights of any persons, including without limitation, rights in copyrights, patents, trademarks, service marks, trade secrets, and other proprietary rights;
- is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under European. or international law'
- includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties;
- the Customer knows (or reasonably should know) is false, deceptive or misleading;
- contains information that could be used for identity theft purposes, such social security numbers, credit card, bank account or other financial information, driver's license numbers, security codes or passwords; or
- violates any applicable local, state, national, or international law.
- The Customer agrees to indemnify, defend, and hold harmless InsideDNA, its parent, subsidiaries, affiliates, and their respective officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from its access or connection to, or use of the InsideDNA Service, including without limitation, claims arising out of information, content or scripts submitted to the InsideDNA Service: the Customers violation of a third party's intellectual property or other rights, the uploading of any harmful code or properties that may affect the InsideDNA Service or its intended function, or any other claims alleging facts that if true would constitute a breach by the Customer of the terms and conditions of this Agreement.
- InsideDNA reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Customer, and in such case, the Customer agrees to cooperate with InsideDNA in defence of such claims.
OPEN SOURCE LICENSE
- The Customer acknowledges that the InsideDNA Service may contain or make use of certain software components that are licensed by the Company from various open source distributors (individually and collectively, the 'Open Source Software'), and redistributed by the Company via the InsideDNA Service to the Customer in accordance with the provisions of the open source licenses governing the Open Source Software (each, the 'Open Source License'). The Open Source Software and applicable Open Source Licenses are available upon request. Upon the Customer's written request, the Company will provide to the Customer a copy of the applicable Open Source License(s) or (or specify where such license(s) may be found).
- InsideDNA does not accept any responsibility for the use of tools within the InsideDNA Database or how any results derived from use of the InsideDNA Service are interpreted and utilised.
- The initial term of this agreement begins on the date we make the InsideDNA Service available to the Customer for use and continues for the period of one (1) month (Initial Term). Upon expiration of the initial term, the Services will automatically renew for successive renewal terms of one (1) month each, unless and until one party gives the other a written notice of non-renewal prior to the expiration of the initial term, or then-current renewal term, as applicable.
INTELLECTUAL PROPERTY RIGHTS
The Customer acknowledges that:
- all Intellectual Property Rights in the InsideDNA Service are the property of InsideDNA;
- it shall have no rights in or to the InsideDNA Service or the Documentation other than the right to use them in accordance with the express terms of this Agreement;
- any goodwill generated though the Customer's use of InsideDNA Service shall be property of InsideDNA.
- Except as otherwise provided herein, InsideDNA retains all right, title and interest in the InsideDNA Service, associated software, databases (including the InsideDNA Database) updates, and any associated documentation and any copies thereof. Except as otherwise expressly granted in this Agreement, no license, right or interest in any InsideDNA trademark, copyright, trade name, or service mark is granted hereunder.
YOUR CUSTOMER DATA
- InsideDNA does not check, verify, or approve the Customer Data. Any publication or inclusion of the Customer Data within the InsideDNA Service is at the Customers responsibility.
- InsideDNA is not responsible to the Customer for unauthorised access to the Customer Data or the unauthorised use of the InsideDNA Service via the Customers account unless the unauthorised access or use results from InsideDNA's failure to meet its security obligations stated in the Agreement. The Customer is responsible for the use of the InsideDNA Services by any employee or colleague, any person to whom it has given access to the InsideDNA Service, and any person who gains access to the Customer Data or the InsideDNA Service as a result of the Customers failure to use reasonable security precautions, even if such use was not authorised by the Customer.
InsideDNA agrees that it will not use or disclose any Customer Data, except in connection with the performance or use of the InsideDNA Service, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. InsideDNA agrees not to disclose the Customer Data to any third person except as follows:
- to a law enforcement or government agency if requested or if either of us believes, in good faith, that the other's conduct may violate applicable criminal law;
- as required by law; or
- in response to a court order or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) days prior to disclosing Customer Data under this subsection (or prompt notice in advance of disclosure, if seven (7) days' advance notice is not reasonably feasible), unless the law forbids such notice.
- Customer Materials is and at all times shall remain the exclusive property of Customer and will remain in the exclusive care, custody, and control of Customer.
- 8.1. ACCESS TO THE INSIDEDNA SERVICE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNERS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- InsideDNA makes no guarantees, warranties, representations or the like, whether written or oral, expressed or implied that the InsideDNA Service will be up-to-date, error free, uninterrupted service, fail safe in any particular applications or environments in which it may be installed, or compatible with current or future products or environments.
- The Customer acknowledges that by virtue of the relationship the Customer may have access to Confidential Information. The Customer agrees to hold InsideDNA's Confidential Information in confidence. The Customer agrees that the Confidential Information shall be treated as confidential in perpetuity. The Customer agrees not to make InsideDNA's Confidential Information available in any form to any third party (other than those of the Customers employees, subcontractors, agents, clients, vendors, supplier or consultants under nondisclosure obligations) or to use InsideDNA's Confidential Information for any purpose other than as contemplated by this Agreement. The Customer agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of the provisions of this Section.
Notwithstanding any provision contained in this Agreement, the Customer shall not be required to maintain in confidence any of the following information:
- information which, at the time of disclosure, is in the public domain;
- information which, after disclosure, becomes part of the public domain, except by breach of this Agreement;
- information which was in the Customers possession at the time of disclosure, and which was not acquired, directly or indirectly, from InsideDNA;
- information which the Customer can demonstrate resulted from Your own research and development, independent of disclosure from InsideDNA; and
- information which the Customer receive from third parties, provided such information was not obtained by such third parties from InsideDNA on a confidential basis.
DEFAULT AND TERMINATION
- An event of default shall be deemed to have occurred if either party fails to perform any material obligation under this Agreement and such failure remains uncured for more than thirty (30) days after receipt of written notice thereof.
- If an event of default occurs, the non-defaulting party, in addition to any other rights available to it under law or equity, may terminate this Agreement and all licenses granted hereunder by written notice to the defaulting party. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.
- The parties' rights and obligations with respect to the fees and payment terms, title and protection, confidentiality, patent and copyright indemnification, limitation of liability, attorney's fees, and governing law provisions of this Agreement shall survive termination of this Agreement.
- InsideDNA reserves the right to withhold access to any Customer account or the Customer's Data where the breach of the Agreement is as a result of the Customers actions.
LIMITATION OF LIABILITY AND RELIANCE ON RESULTS
- INSIDEDNA SHALL NOT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, AND INSIDEDNA'S SOLE LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT SHALL BE A SUM EQUAL TO THE AMOUNT PAID BY THE CUSTOMER TO INSIDEDNA UNDER THIS AGREEMENT.
The Customer acknowledges that:
- the use and interpretation of any results derived from the InsideDNA Service, or the use and interpretation of any Customer Data, requires specialist skill and knowledge of bioinformatics tools and the ability to understand and appreciate genomic analysis;
- the Customer has that skill and knowledge and undertakes that it will exercise that skill and knowledge and appropriate judgment when using the InsideDNA Service;
- availability of the InsideDNA Database depends on many factors, including some factors that are beyond InsideDNA's control, such as your connection to the Internet and the Internet infrastructure. InsideDNA shall not be liable to the Customer under theories of contract, product liability, or other legal theories as a result of your inability to access or use the InsideDNA Database due to any reason;
- the Customer shall be solely responsible for any opinions, recommendations, forecasts or other conclusions made or actions taken by the Customer, or anyone to whom the Customer has communicated data and results derived by using the InsideDNA Service; and
- it is in the best position to ascertain any likely loss it may suffer in connection with this Agreement, that it is therefore responsible for making appropriate insurance arrangements to address the risk of any such loss and that the provisions of this clause 11 are reasonable in these circumstances.
- InsideDNA warrants that it has the right to license the receipt and use of InsideDNA Databaseas specified in this Agreement.
Without limiting the effect of clause 11.5, the InsideDNA does not warrant that:
- the supply of the InsideDNA Database will be free from interruption;
- the InsideDNA Services will run on your computer system;
- the InsideDNA Database is accurate, complete, reliable, secure, useful, fit for purpose or timely; or
- the InsideDNA Database has been tested prior to use by the Customer or that the InsideDNA Database will be suitable for or be capable of being used by the Customer.
- Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law
Neither party excludes or limits liability to the other party for:
- fraud or fraudulent misrepresentation;
- death or personal injury caused by negligence;
- a breach of any terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
- any matter in respect of which it would be unlawful for the parties to exclude liability.
Subject to clause 11.6, the InsideDNA shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
- any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
- any loss or liability (whether direct or indirect) under or in relation to any other contract;
- loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
- any loss or corruption (whether direct or indirect) of data or information uploaded or created by the Customer.
- Neither party shall be liable to the other for punitive damages in respect of any breach of any obligation under this Agreement.
- Subject to clause 11.6, the InsideDNA's total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to the 10% of the total charges paid by the Customer to InsideDNA during the 12-month period immediately before the date on which the cause of action first arose or, if the cause of actions arose during the Initial Period, in respect of the Initial Period.
- InsideDNA shall not be liable for any delay or interruption in delivery of the InsideDNA Services
The Customer shall indemnify InsideDNA against any claims, losses, damages, costs (including all legal fees) and expenses incurred by or awarded against InsideDNA arising out of or in connection with:
- access to or use, distribution or redistribution of the InsideDNA Database and InsideDNA Service or by any otherwise than in accordance with this Agreement (including any inaccurate or incomplete Return); or
- any non-personal data or information provided by the Customer to the InsideDNA; or
- the Customer Data and its publication on the InsideDNA Service, including any breach of any third party intellectual property rights by the Customer.
BACKUP OF CUSTOMER DATA
- The Customer is solely responsible for protecting the security and confidentiality of its Customer Data and user access details to the InsideDNA Service. The Customer shall immediately notify InsideDNA of any unauthorized use of the password or ID, or any other breach or threatened breach of the InsideDNA Database's security.
- While InsideDNA has taken commercially reasonable precautions to safeguard the Customer Data uploaded to the InsideDNA Service, it is unable to guarantee security of the Customer Data. The Customer is strongly encouraged to maintain back-up copies of the Customer Data.
- InsideDNA is not responsible for the loss of data or malfunction of the InsideDNA Database.
CHANGES TO TERMS
- InsideDNA may, at any time and in its sole discretion, modify, add or delete provisions in this Agreement. The Customer is responsible for regularly reviewing the terms and conditions of this Agreement. If the Customer objects to any such modifications, additions or deletions, Your only recourse is to terminate this Agreement and to stop any and all use of the InsideDNA Service. The Customers continued use of the InsideDNA Service following such modifications, additions, or deletions shall constitute the Customers review and acceptance of and agreement to such modifications, additions or deletions.
- No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by prepaid first class post or other next working day delivery service providing proof of postage OR delivery, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
- Any notice or communication shall be deemed to have been received, if delivered by hand, on signature of a delivery receipt, or if sent by fax, at 9.00 am on the next Business Day after transmission, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
- This clause 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, writing shall not include e-mail.
- This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
- Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
- No party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.
- Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
- If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
NO PARTNERSHIP OR AGENCY
- Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
- Except as expressly provided elsewhere in this Agreement or in the Standard Contractual Clauses, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement [, but this does not affect any right or remedy of a third party that exists, or is available, other than in that Act].
- The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
GOVERNING LAW AND JURISDICTION
- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
- This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.