Cloud Evaluation Service

QLUCORE OMICS EXPLORER EVALUATION SERVICE 

By registering for or using a free trial of Qlucore’s Omics Explorer (the “Evaluation Service”).  you accept to be bound by the terms and conditions set out herein (the “Agreement”). 

This Agreement is entered into by Qlucore AB (publ), a corporation incorporated under the laws of Sweden, with registration no. 556719-3528, having its registered address and principal place of business at Ideon Science Park, Scheelevägen 17, 223 70 Lund, Sweden (“Qlucore“) and the customer (“you” or  “Customer”) who wish to use the Evaluation Service. 

ACCESS AND USE OF THE EVALUATION SERVICE

During the Evaluation Period (as defined below), Qlucore will make the Evaluation Service available to you, subject to and in accordance with the terms of this Agreement and solely for your evaluation of the Evaluation Service. 

You shall ensure that (i) all data, text, and other content and material, in any format, provided by the you that is stored in, or run on or through, the Evaluation Service (“Customer Data”) is free from virus, Trojans, worms or other malicious software or code, (ii) the Customer Data is in the agreed format, and (iii) the Customers Data otherwise cannot harm or adversely affect Qlucore’s systems or the Evaluation Service. 

You are responsible for that all login credentials, security methods and other information provided by Qlucore to access the Evaluation Service, are handled with confidentiality. You shall immediately notify Qlucore in the event an unauthorised person has accessed such information. 

You may not:

(i) use the Evaluation Service for other purposes than as set out in the documentation provided in connection with the Evaluation Service (“Product Documentation”);

(ii) transfer, sub-license or in other ways provide the Evaluation Service for use by third party, for example via so-called time-sharing Evaluation Service, Evaluation Service bureau or otherwise;

(iii) share, distribute, or otherwise make available their login credentials to any other person;

(iv) use a generic (i.e. non-personal) or shared e-mail address to access the Evaluation Service;

(v) claim that the Evaluation Service is the property of any other than Qlucore;

(vi) publish results or material based on the use of the Evaluation Service;

(vii) decompile or otherwise attempt to discover the functionality of the software;

(viii) modify or develop other software using the Evaluation Service; or

(ix) attempts to gain unauthorized access to, alter or destroy any portion of the Evaluation Services, systems, or any computer systems, software, accounts, data or information of any other person without the knowledge and consent of such person (whether through in “hacking”, “spoofing”, “phishing”, “mining”, “pharming” or any other means).

You are solely responsible, and Qlucore shall have no liability for any delays, losses or any breach of this Agreement resulting from your failure to fulfil the undertakings listed above.

In addition to other rights that Qlucore has in this Agreement or under applicable law, Qlucore has the right to take remedial action if the Customer violates the acceptable use policy described above. Such remedial action may include removing or disabling access to material that violates the policy, suspending the Evaluation Services, or terminating this Agreement.

SECURITY AND COMPLIANCE

Each party is responsible for complying with (a) laws and regulations applicable to it, and (b) import, export and economic sanction laws and regulations that prohibit or restrict the export, re-export, or transfer of products, technology, Evaluation Services or data, directly or indirectly, to or for certain countries, end uses or end users. 

INTELLECTUAL PROPERTY RIGHTS

Ownership of any and all inventions, know-how, trade secrets, drawings, models, copyright, software and database rights, trademarks, designs and similar or equivalent rights throughout the world, as well as any registered rights, such as patents, over the same, including the right to file any applications for such registered rights and any license granted by any third parties to use such rights (“Intellectual Property Rights”) in the Evaluation Service vest exclusively in Qlucore or, as the case may be, its suppliers.

Nothing in this Agreement or otherwise between the Parties shall be construed as transferring or assigning the title or ownership of any intellectual property rights in the Evaluation Service from Qlucore to the Customer. Nevertheless, the data processed by the Customer and created by the Evaluation Service as a result of Customer’s use shall thereof, without restrictions, be owned by the Customer. Qlucore is entitled to use the Customer’s data only to the extent required for Qlucore to fulfil its obligations in accordance with this Agreement. However, Qlucore has the right, without restriction, to use the information about processes’ features, performance, capacity and other statistics or similar details based on the Evaluation Service’s processing of Customer’s data.

THIRD PARTY SOFTWARE

In the event the Evaluation Service contains software from third party (“Third Party Software”) such software shall be provided and used in accordance with the Agreement and conditions set out for respective Third Party Software. A list of such Third Party Software included in the Evaluation Service shall be specified in the Product Documentation. The applicable Agreement and conditions, or wherever these can be obtained, shall be specified in the Product Documentation.

PERSONAL DATA

Qlucore complies with its privacy policy available at https://qlucore.com/privacy-policy. You are responsible for compliance with any and all applicable data protection laws in your use of the Trial Evaluation Service, and will not enter, upload or use the Trial Evaluation Service to process personal data in violation of any such laws. 

CUSTOMER DATA

You shall ensure that the Customer Data is free from harmful code and that it cannot damage or interfere with the Evaluation Service. Without prejudice to any other provisions of these Agreement, the Customer is responsible for (a) any required notices, consents and/or authorizations related to the Customer’s provision of, and our processing of, Customer Data (including any personal pata) as part of the Evaluation Services, and (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Customer Data, including any harmful code contained in Customer Data.

Unless specifically agreed and set out in this Agreement, Qlucore is not responsible for back-up of Customer Data. It is Customer’s sole responsibility to ensure that all Customer Data is either retrieved prior to termination or otherwise backed up prior to the termination date.

NO WARRANTY AND LIMITATION OF LIABILITY

The Evaluation Service is provided "as is" and Qlucore hereby disclaims all warranties, whether express or implied, regarding the Evaluation Service or its function. You hereby, to the maximum extent permitted by applicable law, disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Qlucore is not responsible for the impact on the accuracy, reliability, availability or timeliness of results of factors. 

In no event and regardless of the basis for a claim, shall Qlucore be liable for any indirect damages of any nature (including consequential, incidental, exemplary, special, or punitive damages or damages for business interruption or loss of revenues, profits, anticipated savings, goodwill or business opportunity) that arise out of or in connection with this Agreement. This limitation shall apply even if the Customer has been advised of the possibility of such damages and even if such damages were foreseeable.

To the maximum extent permitted by law and notwithstanding any damages that the licensee for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Qlucore and any of its suppliers under any provision of this Agreement and the Customer’s sole remedy for all of the foregoing shall be limited to actual damages incurred by the Customer based on reasonable reliance up to the amount actually paid by the Customer for the Evaluation Service. The foregoing limitations, exclusions and disclaimers shall even if any remedy fails its essential purpose.

TERM AND TERMINATION

This Agreement is effective as of the date you are granted access to the Evaluation Service and will continue in effect until the expiration of the free trial period (“Evaluation Period”), unless terminated by either party upon five (5) days written notice. Notwithstanding the foregoing, Qlucore may terminate this Agreement with immediate effect upon any breach of this Agreement by you. 

After the termination of the Agreement, for whatever reason, the following sections; Intellectual Property Rights, Governing Law and Dispute Resolution, shall remain in force without limitation in time.

MISCELLANEOUS

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement and the rights granted hereunder may not be assigned or transferred, in whole or in part, without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with Swedish substantive law, without recourse to conflict of law provisions.

Any dispute concerning or arising out of this Agreement shall be finally resolved by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). The Rules for Expedited Arbitrations of the Institute shall apply, unless SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, decides, in its discretion, that the ordinary Rules shall apply. In the latter case, SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The arbitral proceedings shall take place in Stockholm and the language for the proceedings shall be English.

The Parties undertake and agree that arbitral proceedings conducted with reference to this arbitration Section will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings.