Molomics - User Terms

USER TERMS & CONDITIONS

PLEASE READ THESE USER TERMS & CONDITIONS OF SERVICE (THE “TERMS AND CONDITIONS”) CAREFULLY BEFORE USING ANY MOLOMICS PLATFORM AND/OR WEBSITE.

Welcome to Molomics community. You are reading these Terms and Conditions because you are using a Molomics website https://www.molomics.com (hereinafter "Website"), a Molomics platform, software, mobile app, wearable technology or one of our other products or services as a User, all of which are part of Molomics Platform (hereinafter "Platform").

These Terms and Conditions constitute a binding agreement between you (the “User”, or “You”) and MOLOMICS BIOTECH S.L. as owner of the Platform and the Website. You warrant and represent that You have full capacity to enter into these online Terms and Conditions on your own behalf.

You can find the Terms and Conditions by clicking here: https://www.molomics.com/user-terms.html.

By accepting these Terms and Conditions, You acknowledge that You have read and agree to be bound by these Terms and Conditions, including our privacy policy (the "Privacy Policy")(https://www.molomics.com/privacy-policy.html) and cookies policy (https://www.molomics.com/cookies-policy.html), which is hereby incorporated in these Terms and Conditions by reference.

INTERPRETATION
The definitions and rules of interpretation in this clause apply to these Terms and Conditions.
1. Definitions:
  "Confidential Information" means:
  
  Any information or scientific or technical data to which the Users have access when using the Services, the Platform, and/or the Website and/or that is information that a reasonable person would understand to be proprietary and confidential, whether in graphic, electronic, written or oral form, and including but not limited to any ideas, techniques, drawings, designs, descriptions, specifications, works of authorship, patent applications or other filings, models, inventions, Know-How (as defined below), processes, algorithms, software, code, software source documents, and formulae related to the current, future, and proposed technologies, products and services, and also any information concerning research, experimental work, development, novel scientific concepts, clinical insights, development strategies, preclinical and clinical data, molecules, compounds, chemical products, biological targets of all kind, molecule structures, design details and specification, engineering, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, business plans, proprietary information, and personally-identifiable information.
  
  "Intellectual Property Rights" or "IP Rights" means:
  
  All intellectual property rights recognized under any Laws or international conventions or agreements, and in any country or jurisdiction in the world, including, without limitation, patents, patent applications, and patent rights, product configurations, and the goodwill connected with the foregoing, copyrights and copyright rights, copyright applications and registrations, trade secrets, confidential information, proprietary processes and technology, data bases, licenses, source codes, inventions, discoveries, technical advances, and any manual, formulae and/or documentation constituting, describing or related to the foregoing. In addition, the term shall include trademarks, trademark applications and registrations, service marks, service mark applications and registrations, domain names, domain name applications and registrations, trade dress, logos and designs, trade names and brands, in all cases, to the extent they are used or have been used by the Company in its activities or it is foreseen that they will be used in the future.
  
  "Know-How" means:
  
  All data, knowledge and information, including materials, samples, computational predictions, molecules, molecule structures, compounds, chemical data and products, biological targets of all kind, biological data, chemical manufacturing data, toxicological data, pharmacological data, preclinical data, quality control testing data, software code, computational simulations, assays, platforms, formulations, specifications, resulting from the use of the Services that are necessary or useful for the (i) discovery, manufacturing, development or commercialization of molecules or pharmaceutical products, (ii) the performance of the research plans of each Project created by Molomics and/or (iii) the exploitation of the IP Rights.
  
  "Molomics" or the "Company" means:
  
  MOLOMICS BIOTECH S.L. with Tax Identification Number ESB-66.444.605 and registered office in Calle Sepúlveda 54-58, Sobreático 2 (08015) Barcelona, (Spain) set up for an undefined period of time by means of the public deed drafted by the notary of Barcelona Mr. Tomás Feliu Álvarez de Sotomayor, on January 9^th, 2015, with protocol number 33 registered in the Mercantile Registry of Barcelona in Volume 44.619, Page 150, and Sheet B-461.371.
  
  "User Information" or "Your Information" means:
  
  Any information that the User provides through the Platform and/or the Website to the Company.
  
  "Suspend or Suspended" means:
  
  Suspension of the Users' account.
  
  "Terms and Conditions" means:
  
  The present terms and conditions contained in this document.
  
  "User(s)" means:
  
  The natural or legal person who use the Platform and/or the Website, and/or has registered on the Platform and/or the Website in accordance with the provisions of the Platform.
  
  "Platform" means:
  
  The site and corresponding domain, hosting space, page or set of pages, contents, graphics and other varied information contained in that space or pages, accessible through computer or other electronic means and which are under the control of personnel authorized by Molomics.
  
  "Website" means:
  
  The website https://www.molomics.com.
2. In these Terms and Conditions, unless a contrary intention appears:
  1. The use of the singular shall include the plural and vice versa.
  2. The use of any genre includes the other genres.
  3. Headings are used for reference only.
  4. References to any legislation or rule include any successor legislation or rule and are made to the legislation or rules of the Spanish State unless otherwise stated.
  5. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and does not limit the meaning of the words preceding those terms.
SERVICES AND PROVISION OF SERVICES
1. The Services provided by the Company to the Users will be limited to the access and use of the Platform in order to draw molecules that through Molomics Technology are evaluated for the discovery and development of new drugs (“Project”). For the sake of clarification, each Project will be named after the disease, the biological target or another relevant drug discovery description for which molecules are being researched and drugs are being discovered.
2. Once the molecules are drawn, their performance and characteristics will be analyzed within the Platform through Artificial Intelligence and other methods owned by Molomics (“Molomics Technology”). In the interface of the Platform, Users will be able to visualize the characteristics and performance of the molecules, evaluate molecules, score molecules, as well as interact with the rest of Users participating in the Project to exchange ideas, knowledge and information and continue drawing or modifying the molecules.
3. All Projects will ultimately be controlled by Molomics as the sole owner of Molomics Technology, all IP Rights and Know-How (as defined in clause 1.1.) contained and/or created within the Platform.
4. Any reference to Services in these Terms and Conditions will include all features and functionalities, recommendations, users interfaces, content information, materials, computer code, software and any other element that is part of the Services, the Platform and/or the Website, including without limitation, software, images, text, graphics, illustrations, trademarks, photographs, audio, videos and sound.
REGISTRATION AND ACCOUNT
1. In order to use the Platform and any of the functionalities of the Services, Molomics will require You to create your own personal account (the “Account”) by providing Molomics with some data, such a name, surname, email address and a password which will always be treated according to our Privacy Policy. The Company shall confirm by email to the email address designated by the potential User, the receipt of the application for registration. Within a maximum term of five (5) days, the Company shall inform the potential User by email of the effective registration or, as the case may be, of the reasoned refusal of said registration.
2. Registration as a User is free of charge.
3. Such Account shall be personal and its access information is strictly confidential and, hence, You are fully responsible for the activity occurring under your Account and Molomics shall not be liable for any loss or damages that You may suffer as a result of someone else using your Account and/or accessing or using Your Information.
4. Likewise, the User shall be liable for any losses or damages caused under the use of its Account, regardless if it is being used by a third party. To maintain control over its Account the User must take precautionary measures to prevent anyone from accessing its Account, such as maintaining control over the devices that the User uses to access its Account or not revealing its password to anyone. The User is responsible for updating and maintaining the accuracy of the information of its Account provided to the Company. You agree to notify the Company immediately at info@molomics.com if You discover any unauthorized use of your Account or login credentials. The Company can terminate your Account or place your Account on hold in order to protect You, Molomics or our partners from an identity theft or other fraudulent activity.
5. In any case, during this process the User will accept the Privacy Policy of the Company.
ADDITION TO A PROJECT
1. There is a chance for the User to participate in a particular Project when certain circumstances are given, such as a minimum number of Users is reached within the Project or the User complies with the requirements that the Project requires. The addition to a Project could be requested by the User or given by Molomics through an invitation. In this regard, Molomics may deny the request or restrict access to the Project if it considers that it may affect the solvency and progress of the Project or that the conditions necessary to remain in the Project are no longer met.
CONFIDENTIALITY, DATA PROTECTION AND EXCHANGE OF INFORMATION
1. By accepting these Terms and Conditions, the User expressly authorizes the use and disclosure of its information in accordance with the provisions of the Privacy Policy.
2. The User agrees to keep the Confidential Information as defined in clause 1.1. as confidential. The User undertakes to keep the Confidential Information, even beyond the termination or expiration of this Agreement as confidential.
3. The User agrees to take all necessary measures to ensure confidentiality of the Confidential Information and not to use it for any purpose other than the execution of these Terms and Conditions.
4. The User may only disclose Confidential Information to those members of their personnel who need to access such information for the performance of the Services, and shall ensure that the staff is subject to a confidentiality agreement in terms and conditions equivalent to those provided in this clause.
5. In the event that the User does not intend that some or all of its information is used in accordance with the Terms and Conditions, the User must immediately terminate the relationship with the Platform and/or the Website through the mechanisms provided by it for that purpose.
6. The User is only allowed to use the information available on the Platform and/or the Website for the appropriate provision of said Services. Any other use of such information must be expressly authorized in writing by the Company.
7. The User undertakes not to use any contact or personal data of any other User, for any treatment other than those expressly provided for in the Terms and Conditions and the Privacy Policy.
8. The User may not use the provided information for purposes other than those communicated by the Platform and/or the Website.
9. In the event that the User makes an unauthorized use, or fails to comply with any obligation set out in these Terms and Conditions, the Company reserves the right to expel the User from the Platform and/or the Website and take action to claim compensation for damages.
EXCLUSION OF WARRANTIES
1. The Platform, the Website and the Services are provided on an "as they are" and "as available" basis, the Company provides no warranties or representations, expressed or implied, with respect to the Platform, the Website or the Services, including, but not limited to, implied warranties or conditions of completeness, accuracy, satisfactory quality and suitability for a particular purpose.
2. The Company does not guarantee that the Platform, the Website or that the use of the Services will meet the Users’ needs or that it will be free of interruptions, delivered in a timely, secure or error-free manner, without prejudice to its best efforts to that effect.
3. The Company does not give any guarantee regarding the obtaining of results or the accuracy of any information obtained from this Platform and/or the Website, although any abnormal functioning of it will be corrected as soon as possible.
USERS' INFORMATION
1. Only the User is responsible for the information provided. The User agrees to provide true, accurate, up-to-date and complete information by providing detailed information to the Platform and/or the Website.
2. The User Information and activities on the Platform and/or the Website:
  1. Must not be false, incorrect, misleading, offensive, threatening, abusive, defamatory, or violate copyright, trust, confidentiality or any other right.
  2. Must not infringe any copyright, patents, trademarks, trade secrets, proprietary rights, publicity or confidentiality. The User shall also not commit fraud, violate any applicable law or regulation, including, but not limited to, consumer protection, unfair competition, anti-discrimination legislation and misleading advertising. In addition, the User must not engage in obscene or indecent conduct or display pornographic content.
  3. Shall not entail responsibilities for the Company.
3. The User authorizes the Company to handle information related to a Project, or any other published information on the Platform and/or the Website.
4. The User must ensure that any information provided to the Platform and/or the Website does not contain any computer viruses, macro viruses, Trojan horses, worms or anything that interferes with, interrupts or disrupts the normal operating procedures of a computer.
5. The User must ensure that the information provided will not interrupt the Service of the Platform and/or the Website, will not harm, will not cause loss of efficiency or that the effectiveness or functionality of the Platform and/or the Website will not be in any way endangered.
6. The User acknowledges that the Company has the absolute right to edit, modify or delete any part or parts of the information or activity the User registers on the Platform and/or the Website if the provisions of the Terms and Conditions are not complied with or if it jeopardizes or defeats the purpose of a Project.
USERS' OBLIGATIONS
1. In order for the Company to maintain the Platform and/or the Website at the Users' disposal, the User must:
  1. Agree not to engage in conducts prohibited by law;
  2. Be responsible for any content he or she makes available on the Platform and/or the Website;
  3. Agree not to copy, reproduce, modify, create works from others, distribute or publicly display any content of the Platform without the prior written consent of the Company;
  4. Agree not to use the Platform in any other way except as expressly permitted by the Terms and Conditions. For example, the User agrees not to use the Platform, the Website or the Services for any illegal purpose or to transmit or publish any defamatory, abusive, malicious, misleading information, or that may cause annoyance, inconvenience or interfere with Molomics’ rights hereunder.
RIGHTS OF THE COMPANY
1. The Company reserves the right to modify or suspend in whole or in part, temporarily or permanently the Platform and/or the Website, with or without prior notice to the User. The User must accept that the Company is not liable to them or to any third party for any modification or interruption of the Platform, the Website or the Service.
2. The Company may occasionally modify the Terms and Conditions. However, it must publish the changes on the Platform and on the Website and update the date on which the Terms and Conditions were last modified at the beginning of the document.
3. If the User does not agree with the changes in the Terms and Conditions, the User should stop using the Platform. If the User continues to use the Platform and/or the Website after the date on which the changes are published, the User agrees to the modified Terms and Conditions.
4. The Company reserves the right to investigate and monitor any negative situation, or suspected to be so, and evaluations that may be fraudulent. The Company may also remove evaluations and comments, if it deems appropriate.
OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
1. Molomics shall retain all right, title and interest in the Platform and/or the Website and any content information, material, code and software that is part of the Platform and/or the Website and any other right, document or material arising from the performance of the Services by Users, including without limitation, Molomics Technology, all Intellectual Property Rights and Know-How as defined in clause 1.1. of the Terms and Conditions.
2. Molomics shall retain the title to any data, any Intellectual Property Rights and to any Know-How to the Platform and/or the Website, and any upgrades, updates, and modifications of the Platform and/or the Website and any other material related to it created by Molomics and/or related to User Information, and on any suggestions, ideas, enhancement requests, data, feedback, recommendations or other information provided by the User or any other party relating to the Services, the Platform and the Website, as well as on the interactions and use, as well as the data and results which are part of, included in, generated by, related to, or extracted or derived from the use and interactions of the Users with the Platform and/or the Website in using of the same.
3. Upon the modification, evaluation, analysis or commenting of a molecule using the Platform, the User agrees to transfer and assign the full ownership to Molomics of all Intellectual Property Rights or Know-How generated by such User on the Platform as specified in the Terms and Conditions.
4. Except with our express written permission or as permitted by applicable laws, the User may not (in whole or in part) copy, distribute, reproduce, adapt, store, transmit, decrypt, print, display, commercialize, perform, publish or create derivative works, offer for sale or use (except as explicitly authorized in these Terms and Conditions) any part of Molomics’ IP Rights or Know-How. No rights are granted to User except as expressly set forth in these Terms and Conditions.
5. The development of the Platform and the Website has involved significant investments and a joint work of our teams. For this reason, and unless expressly stipulated in this document, the User does not hold any other right other than the right to visit the Platform and/or the Website for its strictly personal and private use.
6. User also agrees not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Platform, the Website or the Service; use any robot, spider, scraper or other automated means to access the Platform and/or the Website; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Platform, the Website or the Service; insert any code or product or manipulate the content of the Platform, the Website or the Services in any way; or use any data mining, data gathering or extraction method. In addition, You agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform, the Website or the Services, including any software viruses or any other computer code, files or programs.
7. Molomics reserves the right to remove, screen or edit User Information at our sole discretion. Furthermore, if Molomics believes the User is breaching security, other’s intellectual property rights, these Terms and Conditions (or other applicable terms) or Molomics’ Privacy Policy, the Company may suspend User use and access to the Platform, the Website and its Account.
8. In the event that Molomics makes content or other downloadable documents available to the general public or the User, the User agrees to use them in accordance with this Terms and Conditions.
COLLABORATION AGREEMENT
1. If the User and Molomics enter into a collaboration agreement that regulates specific conditions between them, the collaboration agreement shall supersede the Terms and Conditions set forth herein. Therefore, if there is any conflict between the terms and conditions of the collaboration agreement and the Terms and Conditions, the collaboration agreement shall prevail.
2. In any case, the collaboration agreement shall be applicable to the employees and personnel of the company collaborating with Molomics.
LICENSE AGREEMENTS
1. Subject to these Terms and Conditions, during the term of these Terms and Conditions Molomics grants You a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use our Platform and our Website, subject to and in accordance with these Terms and Conditions (as defined below). This license is for the sole purpose of enabling You to use our Services in the manner permitted by these Terms and Conditions. No licenses or rights are granted to You by implication or otherwise, except for the licenses and rights expressly granted to You in the framework of these Terms and Conditions.
2. You agree to grant Molomics a paid up royalty free, perpetual, worldwide license to use and/or exploit (including the right to, but not limited to, disclose, reproduce, transmit, publish, copy, distribute, reproduce, adapt, store, decrypt, commercialize, create derivate works or broadcast) all Your content generated within the Platform (including especially any Intellectual Property Rights and Know-How that it includes or that may arise from it), without notice, compensation or acknowledgement to You, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving our products and services.
3. Please note that Molomics is free to decide whether or not to use Your Information and that Molomics may already have developed similar IP or have obtained such IP from other sources, in which case all intellectual property rights in this content remains with Molomics and its licensors.
UNSUBSCRIPTION
1. The Users will have the possibility of, voluntarily and at any time, terminating their subscription to the Platform and/or the Website, by sending an email to the address info@molomics.com, providing sufficient proof of their identity. In any case, if there are pending obligations on the part of the Users towards other Users and/or the Platform, these must be fulfilled prior to the termination.
2. The Company will proceed with the cancellation within five (5) working days following receipt of the email (which will also be communicated via email), unless there are technical reasons or force majeure that could prevent it.
SUSPENSION AND TERMINATION
1. The Company may modify, suspend or terminate Users’ access to the Platform, the Website and Users’ Account and the use of Company’s Services (in whole or in part) at any time for suspicious or unlawful conduct, including for fraud, or if Company reasonably believes User violates the Terms and Conditions or creates harm, risk, or possible legal exposure for Company, our users, or others.
2. If these Terms and Conditions or Users' Account are terminated, Users' rights to access and use the Platform, the Website, the Services, Molomics’ IP Rights and User Information immediately ends and any licenses granted to User under these Terms and Conditions terminate.
3. The User understands and agrees that some User Information may continue to appear publicly in the Platform even after Users' Account is terminated.
4. Upon termination or expiry of these Terms and Conditions or Users' Account for any reason, clauses 3, 5, 8, 10, 12, 14, 15, 16, 19 and 20 of these Terms and Conditions and any other related clauses will continue to apply.
EXCLUSION OF LIABILITY
1. The User agrees that the Company, except in cases of personal injury arising from the negligence of the Company, shall not be liable, whether in contract, infringement, negligence, legal duty or otherwise, for any loss or damage resulting from any event related to these Terms and Conditions including, without limitation, damages for loss and interruption of business, loss of profits, loss of information, loss of data, or any other pecuniary loss (even if the Company has been advised of the possibility of such loss or damage).
2. The Company does not guarantee the accuracy or exhaustive or total verification of all the information contained in the Platform and/or the Website, or in any communication of the Platform and/or the Website, included, but not limited, to telephone conversations, e-mails and postal communications. The information may contain inaccuracies, spelling errors, human errors of omission or computer errors. The Company will not be responsible in any case for direct, indirect or subsequent damages or for specific damages derived from the use of the Platform and/or the Website.
3. Communications by e-mail or by other means, automatically generated from the information provided by the User are not subject to editorial control by the Company.
4. The Company cannot guarantee the day or time of response to any email, telephone contact, written message or communication through the Platform and/or the Website. The Company assumes no responsibility for any failure or delay resulting from any matter beyond the reasonable control of the Platform and/or the Website.
INDEMNIFICATION
1. To the fullest extent permitted by applicable law, You will indemnify, defend and hold Molomics and our respective past, present and future employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors harmless and You assign from and against all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Your access to the Platform, including, but not limited to, products or services other than as expressly authorized in these Terms and Conditions; (ii) your access to or use of our Services and our Website, including information provided in connection therewith; (iii) violation of these Terms and Conditions or of the applicable law by You; (iv) use of information from the Platform and/or the Website by You; or (v) any misrepresentation made by You.
2. Molomics reserves the right to take over the exclusive defense of any claim for which Molomics is entitled to indemnification under this clause. In such event, You shall provide Molomics with such cooperation as is reasonably requested.
CONTACT AND COMPLAINTS
1. Any complaint or claim, communication or notification (including the request for unsubscribe) should be addressed to the complaints department of the Platform and the Website, whose data are as follow:
  MOLOMICS BIOTECH S.L.
  Email: info@molomics.com
TRANSLATIONS
1. The Platform and the Website may contain translations of content that is originally in another language. These translations are provided only as a convenience. In the event of any conflict between the English language version and the translated version, the English language version shall prevail.
MISCELLANEOUS
1. If any of the clauses included in the Terms and Conditions is declared, in whole or in part, null and void or ineffective by any court of competent jurisdiction, the others shall not be affected and shall continue in full force and effect.
2. All exonerations, exclusions and indemnities set out in the Terms and Conditions shall survive the termination of the relationship for any reason whatsoever.
3. The absence of individual or partial exercise, or the absence or delay in the exercise of any right, faculty or resource by the Company shall not constitute a waiver on its part nor shall it exclude or prejudice any other exercise of right, faculty or resource arising under these Terms and Conditions.
4. The Company may exercise the rights derived from the Terms and Conditions by itself or through any company or entity under its control or within its group. Likewise, the Company reserves the freedom to assign the Terms and Conditions to any company in its group or third party without prior consent. For these purposes, a group shall be understood as established in article 42 of the Commercial Code.
5. The User under the Terms and Conditions may not assign, transfer or trespass any of its rights without the prior written consent of the Company.
  1. The Terms and Conditions constitute the entire agreement between the User and the Company and replace all previous agreements, including communications, representations or agreements, oral or in writing, with respect to the substantive issue (except fraudulent representations), without prejudice to the subsequent signing of specific agreements or contract in accordance with clause 11 of these Terms and Conditions.
  2. Nothing contained in these Terms and Conditions implies, and shall not be deemed to be so, any relationship with the formation of an association, joint venture, principal/agent, contractor/commissioner between the parties.
JURISDICTION AND APPLICABLE LAW
1. The Terms and Conditions shall be governed by the provisions contained on this document and, as far as not provided for, by common Spanish law, as well as by good practices and uses. The Users and the Company expressly subject themselves to the jurisdiction of the Courts and Tribunals of the capital city of Barcelona for any actions and claims that may derive from this relationship, provided that no specific jurisdiction is established by virtue of imperative law.