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Terms of Service

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Thank you for using Endogenics!

 

Use of Our Services is conditional upon Your acceptance (or acceptance on behalf of Your employer or other entity, hereafter also referred to as You or Your) of the following Terms of Service (the Terms of Service).

 

Unless otherwise specified, Your acceptance shall be indicated by Your use of Our Services. If You do not accept these Terms of Service, You must not use Our Services.

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1. DEFINITIONS

 

We,Us,Our or Ours refers to BioFi AG, a Swiss corporation having its principal place of business at c/o Walder Wyss AG, Aeschenvorstadt 48, 4051 Basel.

 

Our Software means all or any portion or form of Our modeling and simulation software to understand biological mechanisms.

 

Our Services means our Our Software and any associated services or websites.

 

Our Datastream means the datastream or its particular form, structure, or protocols exchanged between Our Software and Our servers and generated through the course of Your use or otherwise sent by Our server, and/or any algorithms or techniques originating from Our Software.

 

Our Models means any models that run on Our Software and that We own or have the right to license to third parties.

 

Model Improvements means any improvements to Our Models.

 

Service Improvements means any improvements to Our Services.

 

Proprietary Information means any and all material and information relating to or associated to Our Services, business or activities. Proprietary Information shall not include any of the foregoing that is in the public domain other than as the result of a breach of Your obligations under these Terms of Service, and shall not include Your Content or Your Content Improvements.

 

Permitted Use means Your use of Our Software to generate Your Content.

 

Your Content means (a) any models You develop using Our Services and associated information and data, (b) any results from simulating Your models using Our Services or (c) any improvements you make to Our Models.

 

Your Internal Purposes means Your use of Our Services within the scope of Permitted Use that does not involve direct or indirect: (a) hosting or selling, or marketing the capability to host Our Software for use by or for third parties, or (b) distribution of any kind of Our Software to any third party.

 

Your Content Improvements means any improvements to Your Content.

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2. LICENSE AND OWNERSHIP

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2.1 License to Our Services

We grant You a non-exclusive, non-transferable, limited right and license to use Our Service for Your Internal Purposes within the scope of Permitted Use. All rights not expressly granted to You in these Terms and Conditions are reserved by Us. No right, title, interest or license to any trademark, service mark, logo or any other intellectual property of Ours is granted to You by these Terms of Service.

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2.2 License to Our Fee Based Models

Unless otherwise agreed, we grant you for Our Fee Based Models as per section 6.2 a non-exclusive, commercial license.

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2.3 License to Our Models

Unless otherwise agreed, we grant you a royalty-free, non-exclusive, non-transferable, limited right and license to use Our Models.

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2.4 License Restrictions

You will not: 

  • use Our Services or Our Models for any purpose or in any manner other than that expressly set forth in Section 2.1, 2.2 and 2.3 above, absent prior written consent from Us;

  • sell, resell, rent, lease, encumber, transfer, sublicense, distribute, redistribute, copy, reproduce, display, modify or share Our Services; 

  • disassemble, decompile, or reverse engineer Our Services or Our Datastream, inclusive of that between Our servers and associated functional websites, or otherwise attempt to discover Our source code and/or Our other trade secrets;

  • insert any code or product or manipulate the code of Our Software in any way designed to cause harm to BioFi or third party systems

  • upload or add any data containing personal information, personal data, or personally identifiable information (as defined under any privacy law or regulation), except for activities outlined in Our Privacy Policy

  • upload, send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware connected to or associated with Our Services, including any software viruses or any other computer code, files or programs

  • upload, send or transmit any material that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload, send or transmit under any law or under contractual or fiduciary relationships

  • use or allow the use of Our Services in contravention of any local, foreign or other applicable laws, rules or regulations;

  • make any modification, adaptation, improvement, enhancement, translation, or derivative work of or to Our Services;

  • remove, alter or obscure any proprietary notices (including copyright notices) of Ours or Our suppliers in Our Software;

  • use Our Software for purposes for which it is not designed.

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2.5 Ownership of Your Content

Your Content, Your Content Improvements and all rights therein shall be Your exclusive property.

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2.6 Ownership of Fee Based Model Improvements

Unless otherwise agreed any Model Improvements to Our Fee Based Models licensed according to section 2.2 are your exclusive property.

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2.7 Ownership of Your Improvements to Our Models

Unless otherwise agreed any Model Improvements to Our Models licensed according to section 2.3 are your exclusive property.

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2.8 Ownership of Our Services and Service Improvements

Our Services and Service Improvements shall be Our exclusive property. To the full extent permitted by applicable law, for any Improvements You make You hereby assign to Us, without separate compensation, all right, title and interest in and to the Improvements. In addition, You hereby waive and release any and all moral rights and rights of restraint that You may possess in or to any Improvements.

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2.9 Feedback for Improvements

We may freely use any feedback or suggestions for Service Improvements. You will assign to Us any right and title in relation to the Service Improvements based on Your feedback.

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2.10 Publication

You may publish or provide the results of Your use, including any benchmark or comparison tests run on Our Services, to a third party, provided that You do not disclose Our Proprietary Information to a third party.

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3. PROPRIETARY RIGHTS
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3.1 Confidential Relationship

Your relationship with Us creates a relationship of confidence and trust between You and Us. You shall hold the Proprietary Information and Our Services in confidence and shall protect them with utmost care. You shall not disclose, copy, or permit any person to disclose or copy any of Our Proprietary Information or Our Services, and You shall not use any of Our Proprietary Information or Our Services, except as provided for in these Terms of Service.

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3.2 Trade Secrets

Any and all of Our trade secrets will be entitled to all the protections and benefits under any applicable law. If any information that We deem to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of these Terms of Service, such information nevertheless will be considered Proprietary Information for purposes of these Terms of Service. You hereby waive any requirement that We submit proof of the economic value of any trade secret.​

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4. TERM AND TERMINATION
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4.1 Term of License

Your right to use Our Services shall begin upon Your use of Our Services and shall continue until terminated by either party at any time for any reason.

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4.2 Effect of Termination

Upon termination, all license rights under these Terms of Service shall terminate, and You shall immediately cease using Our Services, remove all copies of Our Software from Your computer(s) and/or server(s) and return to Us any and all copies thereof. You shall promptly return to Us any and all materials in Your possession or control that contain or represent Proprietary Information. The provisions of Sections 1, 2.4, 2.5, 2.6, 2.6, 2.7, 2.8, 2.9, 2.10, 3,  4.2, 4.3, 5 and 6 shall survive any expiration or termination of these Terms and Conditions for any reason.

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4.3 Infringement Remedies

Should any of Our Services become, or in Our opinion be likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation, We may, at Our sole option and expense, either: (i) procure for You the right to continue using Our Services; (ii) replace or modify Our Services as We deem necessary; or (iii) terminate these Terms of Service. The provisions of this Section 4.3 are Your sole and exclusive remedy with respect to any claim or potential claim of infringement brought by any third party.

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5. REPRESENTATIONS AND WARRANTIES
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5.1 Disclaimer of Warranties

Except as expressly provided in these Terms of Service, Our Services, Our Models and Your Content, as well as any of the contents of the foregoing, are provided as is, as available without warranty of any kind, either express or implied, including without limitation, any implied warranty of quality, performance, non-infringement, merchantability or fitness for a particular purpose.

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5.2 Limitation of Liability

As experimental research software and services, Our Services are subject to change or withdrawal at any time without notice to You. We shall in no event be liable for any indirect, special, incidental, exemplary, consequential or punitive damages arising out of the use of or inability to use Our Services and/or Your Content, even if We have been advised of the possibility of such damages, including, without limitation, lost profits or revenue, loss of use of Our Services, Our Models or Your Content, loss of data, failure to store, non-delivery or untimely delivery of any information or data, or costs of recreating lost data, or the cost of any substitute equipment or program. You shall have the sole responsibility to protect adequately and backup data and/or equipment used in connection with Our Services, Our Models or Your Content.

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5.3 Indemnification by You

You will defend, indemnify and hold Us, Our agents and owners harmless from and against any and all losses, claims, damages, liabilities, obligations, costs and expenses (including reasonable attorneys' fees) arising from or based upon: (i) Your use of Our Services, Our Models or Your Content; or (ii) any claim that Your Content infringes or violates the rights of any third party, any breach of Your representations or warranties, or any act or omission of You or anyone acting on Your behalf.

 

6. MISCELLANEOUS PROVISIONS
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6.1 Unauthorized Use

Unauthorized access to Our Services is a breach of these Terms of Service and a violation of the law. You agree not to access Our Services by any means other than through the interface that is provided by Us.

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6.2 Our Fee-Based Services or Models

Some of Our Services or Our Models may require You to pay a fee, as described in the specific conditions included where those services are offered or in the corresponding Service Agreement for those services. You agree to pay all fees and charges that You incur. Unless otherwise noted, all currency references are in Swiss Francs (CHF). We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, the fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Termination of such paid service will simultaneously be considered termination of these Terms of Service pursuant to Section 4.

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6.3 Service Improvement and Model Training

Unless otherwise agreed, we reserve the right to use Your Content to train artificial intelligence and machine learning algorithms to improve our Services and develop new features. Your Content does not include any personal data.

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6.4 Governing Law and General Provisions

These Terms and Conditions will be governed by the laws of Switzerland, excluding the application of its conflicts of law rules. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover costs and attorneys' fees. Venue for any action or proceeding under these Terms of Service shall be in a Swiss court in Basel or Zürich.

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6.5 Injunctive Relief

You agree that We are entitled, in addition to any other remedy available to it at law or in equity, to apply to any court of competent jurisdiction, without the need for posting any bond or other security, for an immediate order to restrain or enjoin any breach and otherwise specifically to enforce the provisions of these Terms of Service.

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6.6 Changes to Terms and Conditions

We reserve the right to modify these Terms of Service from time to time in Our sole discretion, without notice or liability to You. You agree to be bound by these Terms of Service, as modified.

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6.7 Transfer

We may assign these Terms of Service at any time without Your consent. You may not assign these Terms of Service under any circumstances.

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6.8 Waiver and Severability

No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. If any part of these Terms of Service is found void and unenforceable, it will not affect the validity of the balance of these Terms of Service, which shall remain valid and enforceable according to its terms.

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Contact us

If you have any questions about our Terms of Service you can contact us at info@biofi.ch.

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