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NSilico Simplicity

Simplicity™ User Terms of Use

  1. Agreement

    These Simplicity™ User Terms of Use (the “Agreement”) exclusively govern your use of and access to Simplicity™ and the services provided through Simplicity™ (Simplicity™ and the services provided through Simplicity™ are collectively referred to as “Simplicity”). By accessing or using Simplicity™, you agree to the terms of this Agreement for yourself and on behalf of your organisation (if your use of Simplicity™ is on behalf of an organisation). When agreeing to these terms on behalf of your organisation you agree that you have the authority to enter into this Agreement on its behalf (in this context, “you” and “your” refers equally to that organisation). This Agreement is entered into between you and NSilico Lifescience Ltd. NSilico Lifescience may add to, modify, and/or reduce the scope of features offered by Simplicity™ at any time.

  2. Data

    Data” includes all information, files, or data uploaded to, provided to, stored on, created within, created as a result of use of Simplicity™, including without limitation, any genomic information generated by sequencing instruments and further analysis or processing conducted on such information.

  3. Use of Data

    You agree that NSilico Lifescience may use the Data in connection with Simplicity™, including without limitation, providing services through Simplicity™. Unless otherwise agreed, NSilico Lifescience obtains no rights in the Data. NSilico Lifescience’s use of your Data is further clarified in the SimplicityPrivacy Policy.

  4. Sharing Data

    The sharing feature of Simplicity™ allows you to share your Data with other Simplicity™ Users (the recipient is the “Sharee”). You are solely responsible for the decision to share Data. You acknowledge that once you have shared Data it is no longer under your control and the Sharee of that Data is free to use that shared Data. For example, the Sharee of that Data may be able to download that Data to their own computer and further disseminate that Data to others, including NSilico Lifescience, even if your Data is removed from your account or you disable sharing of that Data. You agree that you have the authority to share Data. You acknowledge that NSilico Lifescience is not a party to any arrangement between you and any Sharee of Data. Subject to the limits in Section 18.b.iv, you acknowledge that NSilico Lifescience has no liability arising out of your sharing of Data. NSilico Lifescience has no obligation to assist you in resolving disputes arising from your sharing of Data.

  5. Transferring Ownership of Your Data

    The transfer of ownership feature allows you to transfer ownership of your Data (and any associated rights therein) to another Simplicity™ User (the recipient is called the “Transferee”). When you decide to transfer ownership of Data to a Transferee that Data becomes the legal property of the Transferee as far as NSilico Lifescience is concerned and you relinquish all right, title, and interest in such Data as a result of such transfer. After you transfer ownership you will no longer have access to the Data that was transferred. You are solely responsible for the decision to transfer ownership of Data. You agree that you have the authority to transfer ownership of Data. You acknowledge that NSilico Lifescience is not a party to any arrangement between you and any Transferee of Data. Subject to the limits in Section 18.b.iv, you acknowledge that NSilico Lifescience has no liability arising out of your transfer of ownership of Data. NSilico Lifescience shall not be required to execute or deliver any document or perform any act for the purpose of giving effect to any such transfer. NSilico Lifescience has no obligation to assist you in resolving any disputes arising from your transferring ownership of Data.

  6. Receiving Data Transferred to You

    When you accept Data that another Simplicity™ User has transferred ownership of to you, as a Transferee, you become the owner of that Data and it becomes your legal property as far as NSilico Lifescience is concerned. You are solely responsible for the decision to accept the transfer of ownership of another Simplicity™ User’s Data. You agree that you have the authority to accept ownership of Data transferred to you. Subject to the limits in Section 18.b.iv, you acknowledge that NSilico Lifescience has no liability arising out of your accepting the transfer of ownership of another Simplicity™ User’s Data. NSilico Lifescience shall not be required to execute or deliver any document or perform any act for the purpose of giving effect to any such transfer. NSilico Lifescience has no obligation to assist you in resolving any disputes arising from such transfer. In addition, once you accept such transfer you are responsible for all costs associated with the Data (e.g., storage, transfer costs) and complying with the terms of this Agreement with respect to the Data.

  7. Removal or Deletion of Data

    If you remove or delete Data please remember that if you have shared your Data the Sharee may have downloaded or copied that Data. Practically, it may be impossible to limit a Sharee’s use of Data once it is shared. Once you remove or delete Data it may not be recoverable and NSilico Lifescience does not provide any recovery service for Data so once it is removed it may not be recoverable. Data may also be retained as provided in the SimplicityPrivacy Policy or by any applications (described below) that you have made Data available to.

  8. Authority to Use Data with Simplicity™ and Compliance with Law

    You agree to only use Simplicity™ in compliance with applicable laws and regulations. You agree that you are authorised to use and transmit Data on or through Simplicity™, including that your use and transmission of Data on or through the Simplicity™ complies with all applicable laws and regulations, including without limitation, any data privacy laws and laws protecting intellectual property rights and that you have obtained all necessary permissions (including, without limitation, all consents from human subjects) to use and transmit the Data on or through Simplicity™. You acknowledge that NSilico Lifescience has no responsibility to monitor or screen the Data for compliance with any law or regulation or for any other purpose.

  9. De-Identified Information Only

    When uploading, transmitting, or modifying Data that contains information of a person, including without limitation, Data consisting of genomic information (whether whole genome sequences or portions), you agree that you will not, in connection with or through Simplicity™, provide any personally identifying information or personal information or personal data as defined by applicable law (e.g., HIPAA, EU Data Protection Directive (officially known as Directive 96/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data), Personal Data Protection Act 2012 (No. 26 of 2012)). For example, you will not provide the name, date of birth, address, social security, government issued identification number, or any other information that could directly or indirectly identify the individual from whom any genomic or other information was derived.

  10. Usage Limitations

    You acknowledge that the quantity and duration of Simplicity™, including services offered through it (such as storage and computation) made available to you may be limited.

  11. Applications Available Through Simplicity

    Simplicity™ may include access to software, services, and applications offered by NSilico Lifescience or third parties (e.g., a data analysis application). It is your choice to use an App. The Apps may require that Data be transmitted, processed, or stored outside of Simplicity™. You understand and agree that Apps may have different terms of use and privacy policies than those that apply to Simplicity™ and, where you decide to use an App, you agree to review such terms and policies carefully.

  12. Your Account Security

    Security of your Data begins with you. You agree not to allow anyone else, unless permitted by this Agreement, to use your username or password and that you are only permitted to use a username in connection with Data that you have a right to provide, use, or access, as applicable. Contact NSilico Lifescience promptly if you suspect that your username/password has been compromised in any way. We have the right to disable any username, identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the terms and conditions of this Agreement.

  13. Where Data Processing Occurs

    You acknowledge that the Data may be transmitted and processed outside of your state or country NSilico Lifescience may use other third parties in connection with Simplicity™.

  14. Security of Simplicity

    While we use industry standard security, no system can perfectly guard against risks of intentional or inadvertent disclosure of information. When using Simplicity™, information will be transmitted over a medium that is beyond the control of NSilico Lifescience. You expressly assume the sole risk of any unauthorised disclosure or intentional intrusion, or of any delay, failure, loss, interruption or corruption of Data or other information transmitted in connection with the use of Simplicity™.

  15. How We Protect and Use Your Information

    The SimplicityPrivacy Policy applies to you and your Data with respect to Simplicity™.

  16. Third Party Links and Content

    NSilico Lifescience is not responsible for the content of any third party links, websites, or resources referenced, including without limitation, third party Apps, during your use of Simplicity™. Please review the terms of use and privacy policy of those third parties to ensure you are comfortable.

  17. Software

    You may have access to, use, and/or download software or code, other than Apps, when using Simplicity™ (e.g., automatic downloads, code used in your browser, etc.) (“Software”). If the Software is provided by NSilico Lifescience and the Software does not have its own end user license agreement, NSilico Lifescience gives you a personal, non-transferable, non-assignable, non-exclusive license to use the Software in connection with your use of Simplicity™. You will not and will not allow anyone else to reverse engineer, decompile, disassemble, translate, modify, adapt, or enhance such Software or create any derivative works of such Software, or extract ideas, algorithms, procedures, pipeline, or system architecture from such Software. You will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Software. Some Software may be provided by a third party and that third party may require you to agree to terms of use or license terms applicable to their software. You must agree to such terms of use or license in order to use such third party Software. Some of the Software may be offered under an open source license. There may be provisions in such open source license that expressly override some of the terms of this Agreement. If that is the case, only those terms of this Agreement that are in conflict with the open source license will be overridden.

  18. Limited Warranty; Limitation of Liability; Governing Law
    1. LIMITED WARRANTY.
      1. NSILICO LIFESCIENCE WARRANTS THAT IT WILL PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT WITH REASONABLE SKILL AND CARE.
      2. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 18(a)(i), NSILICO LIFESCIENCE MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO Simplicity™ OR ANY SERVICES, PRODUCTS, APPS, OR SOFTWARE PROVIDED IN CONNECTION WITH Simplicity™, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.
    2. LIMITATION OF LIABILITY.
      1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 18(b)(iv), IN NO EVENT SHALL NSilico Lifescience OR ITS AFFILIATES BE LIABLE TO YOU FOR PERSONAL INJURY (SUBJECT TO THE LIMITATIONS REGARDING DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE AS SET FORTH IN SECTION 18(b)(iv)), DAMAGES TO PROPERTY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY OR OTHERWISE), INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF REVENUE, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF Simplicity™, ANY SERVICES, APPS, OR SOFTWARE PROVIDED IN CONNECTION WITH BASEPACE, OR OTHERWISE UNDER OR AS A RESULT OF THIS AGREEMENT.
      2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 18(b)(iv), NSILICO LIFESCIENCE AND ITS AFFILIATES’ TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO YOUR ACCESS TO AND USE OF Simplicity™, ANY SERVICES, APPS, OR SOFTWARE PROVIDED IN CONNECTION WITH Simplicity™, OR OTHERWISE UNDER OR AS A RESULT OF THIS AGREEMENT, SHALL IN NO EVENT EXCEED THE AMOUNT NSilico Lifescience RECEIVES FROM YOU IN CONNECTION WITH YOUR ACCESS TO OR USE OF Simplicity™ DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY AROSE.
      3. THE LIMITATIONS SET FORTH IN THIS LIMITATION OF LIABILITY SECTION, INCLUDING ITS SUBPARAGRAPHS, SHALL APPLY EVEN IF NSILICO LIFESCIENCE, ITS AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS EMPLOYEES, AGENTS, OR CONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
      4. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE A PARTY’S LIABILITY: (A) FOR DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS IN THE COURSE OF THEIR EMPLOYMENT, AGENCY OR SUBCONTRACT, (B) FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR (C) IN RESPECT OF ANY LIABILITY THAT CANNOT BE LIMITED BY LAW.
    3. Governing Law.

      The terms and conditions of this Agreement, their interpretation, and the performance of the parties shall be governed by the laws of the Republic of Ireland.

  19. Not for Patient Care

    You acknowledge and agree that Simplicity™ is not intended by NSilico Lifescience, and has not been designed by NSilico Lifescience, to be used for patient care purposes, including without limitation, use in diagnosing or treating patients. You assume the sole risk and liability for using Simplicity™, including without limitation, any services, Apps, or Software provided in connection with Simplicity™ for any purpose other than the conduct of research. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless NSilico Lifescience, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, actions, suits or proceedings brought by a third party, and pay all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to your use of Simplicity™, including without limitation, your use of any services, Apps, or Software provided in connection with Simplicity™, for any purpose other than the conduct of research.

  20. Not for Consumer Use

    You acknowledge and agree that Simplicity™ is not intended by NSilico Lifescience for use by consumers (i.e., personal household use) or persons under 18 years of age or the applicable age of majority if older. You represent and warrant that you are not a consumer.

  21. Termination; Effects of Termination

    You may terminate this Agreement at any time by cancelling your account. NSilico Lifescience may terminate this Agreement or your access to Simplicity™ without cause. NSilico Lifescience may also terminate this Agreement or your access to Simplicity™ if you breach any term or condition of this Agreement, if you fail to pay any amounts owed to NSilico Lifescience or its affiliates in connection with Simplicity™ or any other transaction between you and NSilico Lifescience or its affiliates, or if your account is used for any malicious, illegal, or harmful purpose (e.g., denial of service attack). We may give you notice of termination by sending an email to the email address associated with your account or by disabling your account. If your account is terminated your access to Data and any other information associated with that username may be terminated. Please make sure you routinely are downloading any Data you wish to keep in the event your account or your access is terminated. Notwithstanding anything herein to the contrary, all provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including without limitation, Sections 1, 2, 3, 15, 18, 19, 20, 21, 22, 23, and 25.

  22. NSilico Lifescience Owns Simplicity

    NSilico Lifescience owns all right, title, and interest in Simplicity™, any NSilico Lifescience provided Apps or Software, and all other products and software of NSilico Lifescience. You are not granted any rights or license to NSilico Lifescience’s intellectual property under this Agreement other than the right to use Simplicity™ in compliance with NSilico Lifescience’s written instructions for use of Simplicity™ and in compliance with the terms and conditions of this Agreement. You will not, and you will not assist or have anyone else, reverse engineer, decompile, disassemble, translate, modify, adapt, or enhance Simplicity™ or create any derivative works of Simplicity™, or extract ideas, algorithms, procedures, pipelines, or system architecture from the Service for any purpose.

  23. Feedback You May Give

    In the event you provide any feedback, suggestions, or recommendations of any kind concerning Simplicity™, Apps, or Software provided by NSilico Lifescience or its affiliates, or any other products or services of NSilico Lifescience or its affiliates, you agree that NSilico Lifescience may use them for any purpose without any restriction and you will not receive any compensation from NSilico Lifescience.

  24. Changes to These Terms

    NSilico Lifescience reserves the right to change these terms at any time. When we make changes, NSilico Lifescience will send the updated terms, or a link to it, to you at the email address that is associated with your Simplicity™ User account and such updated terms shall become effective on the first day of the third calendar month following the date such notice was sent (e.g., if the notice is sent on January 1, 2014, the updated terms shall become effective on April 1, 2014. Your continued access to or use of Simplicity™ represents your agreement to the updated terms.

  25. General
    1. You agree that NSilico Lifescience is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to fire, flood, tornado, earthquake, hurricane, lightning, government actions, acts of war, terrorism, civil disturbance or insurrection, sabotage, labour shortages or disputes, failure or delay in delivery by NSilico Lifescience’s suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment.

    2. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of you and NSilico Lifescience, and the remainder of this Agreement will continue in full force and effect.

    3. The terms and conditions of this Agreement and any documents referred to in it represents the entire agreement between you and NSilico Lifescience regarding the subject matter hereof and supersede all prior discussions, communications, agreements, and understandings of any kind and nature between the parties. Each of the parties acknowledge that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents, if any, referred to in it) made by or on behalf of any other party before entering into this Agreement. Each of the parties waive all rights and remedies which, but for this sub-clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this sub-clause will limit or exclude any liability for fraud. Subject to NSilico Lifescience’s right to change these terms, these terms may only be amended or waived by a written agreement executed by you and NSilico Lifescience that specifically references these terms.

    4. You agree that NSilico Lifescience, Inc. may delegate or subcontract any or all of its rights and obligations under this Agreement to one or more of its affiliates and subsidiaries. NSilico Lifescience, Inc. invoices and other documentation may come from an NSilico Lifescience, Inc. affiliate or subsidiary and you shall honour those just as if they came directly from NSilico Lifescience, Inc. There are no third party beneficiaries to this Agreement and no term of this Agreement is enforceable under any law or regulation by a person or entity who is not a party to this Agreement.

    5. This Agreement may not be assigned by you without NSilico Lifescience’s prior written consent. NSilico Lifescience may freely assign this Agreement.

12/11/2014