CERBA RESEARCH Partner Laboratory Portal Terms and Conditions

 

These CERBA RESEARCH Partner Laboratory Portal Terms and Conditions ("Terms") provide the terms and conditions under which CERBA RESEARCH NV, Industriepark Zwijnaarde 3, 9052 Ghent, Belgium, company number 0425.663.615 ("CERBA RESEARCH") is willing to grant Partner a limited right to use this Portal. “Partner” means both the person using this Portal and the legal entity such person is representing in its use of the Portal. “Portal” means CERBA RESEARCH Partner Laboratory Portal.

 

By your affirmative action on the Portal that expresses the willingness to accept these Terms, Partner will be bound to these Terms. These Terms will be deemed to be made on the date of such acceptance (“Acceptance Date”).

 

  1. License. CERBA RESEARCH grants Partner a non-exclusive, non-transferable and non-sublicensable right to access through a web interface CERBA RESEARCH’s Portal only for the purposes of sharing information in relation with studies that have been, are being or may be undertaken by Partner for CERBA RESEARCH and its affiliates (“Transactions”) pursuant to a service agreement (to be) executed between those parties (“Service Agreement”).
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  2. Credentials. Partner will maintain appropriate administrative, technical and physical security safeguards with respect to its credentials to access the Portal. Partner will be responsible for all use of the Portal through its credentials and will notify CERBA RESEARCH immediately if it learns of any unauthorized use of its credentials.
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  3. Restrictions. Partner agrees to (a) not disclose to any third party its credentials; (b) not decompile, disassemble, analyze or examine the Portal or otherwise attempt to learn the structure, source code, algorithms or ideas underlying the Portal (except to the extent allowed by mandatory law), e.g. for the purpose of reverse engineering, re-engineering or rebuilding a portal with the same or similar functionalities; (c) not attempt to access any systems, programs or data of CERBA RESEARCH or its officers, employees, contractors, licensors and agents to which no access is granted hereunder or that are not required for the Transactions; (d) not use any device or software to interfere or attempt to interfere with the proper operation of the Portal; and (e) abide by all laws and regulations applicable to the use of the Portal and the Data (as defined below).
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  4. Partner Data. “Data” means documents, data, graphics, photographs, video, text and/or other information submitted by Partner to CERBA RESEARCH through the Portal. Partner grants CERBA RESEARCH a non-exclusive, worldwide, royalty-free and fully paid-up license, to use and reproduce the Data solely in connection with Partner’s use of the Portal and the Transactions. Partner will submit no personal data through the Portal other than personal data of its officers, employees and subcontractors. Any personal data comprised among the Data will be subject to the personal data protection provisions of the Service Agreement, it being understood that if any personal data is provided on the Portal prior to the execution of the Service Agreement both parties will qualify as independent controllers in respect of their data processing activities on such data.
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  5. Intellectual Property. The Portal is protected by applicable Belgian and foreign laws and treaties, including copyright laws and treaty provisions, and constitutes confidential information of CERBA RESEARCH. CERBA RESEARCH and its third party licensors retain all title to, and, except as expressly and unambiguously licensed herein, all rights and interest in the Portal and all copies, versions, enhancements and derivative works thereof (by whomever produced) and all related documentation and materials, the CERBA RESEARCH trademarks, trade names, icons and logos, and any and all intellectual property throughout the world in the foregoing. Except for the limited license granted herein, nothing herein shall be construed as CERBA RESEARCH granting to Partner any right, title or interest in or to the Portal or any trade secret, patent or other intellectual property right of CERBA RESEARCH. CERBA RESEARCH reserves the right to change, to modify and, subject to reasonable notice, to discontinue any part of the Portal at any time.
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  6. Confidentiality.Each party acknowledges that any information supplied by or on behalf of the other party (including but not limited to information provided on or through the Portal) is confidential and undertakes to keep secret any such information until it enters the public domain through no fault of the receiving party. Except to the extent expressly permitted hereunder, the receiving party shall not without the other party’s prior written consent disclose the information to any third party or use the same for any purpose other than exercising its rights or performing its obligations under these Terms. The receiving party shall take all steps necessary to prevent any of the information becoming known to unauthorized third parties other than its agents, consultants and advisors with a need to know for the Transactions subject to such agents, consultants and advisors entering into confidentiality agreements no less restrictive than the provisions hereof. Notwithstanding the foregoing, CERBA RESEARCH will have the right to share Data with its (prospective) customers where required for the purposes of providing a quotation to or performing services for such customers, where in each case certain of those services may be or are subcontracted by CERBA RESEARCH to Partner.
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  7. Warranties. Partner warrants that (i) it will abide by all applicable laws and regulations, including all laws and regulations applicable to the Data, (ii) it has the right to transmit the Data through the Portal and have such Data used by CERBA RESEARCH as set out herein, and (iii) the Data shall neither infringe upon third party rights nor violate any law. Other than as expressly set forth herein, CERBA RESEARCH does not make any express or implied warranties or representations to Partner with respect to the Portal or otherwise regarding these Terms, whether oral or written, express or implied. Without limiting the foregoing, any warranty or condition of merchantability, the warranty against infringement, and the warranty or condition of fitness for a particular purpose, quality, accuracy or availability are expressly excluded and disclaimed. CERBA RESEARCH does not warrant that the use of the Portal will be uninterrupted or error-free.
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  8. Liability. To the maximum extent permitted by law, CERBA RESEARCH will not be liable under these Terms for (a) any amounts in excess of one thousand euro, (b) any lost data or indirect, incidental, or consequential damages of any character, including, without limitation, damages for loss of goodwill, work stoppage, device failure or malfunction or loss of income, or (c) the cost of procuring substitute products, portals or technology.
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  9. Indemnification. Partner shall indemnify, defend and hold CERBA RESEARCH harmless from and against all third party claims, and the resulting damages, losses, costs and expenses, to the extent directly arising from the Data or Partner’s breach of the law or these Terms.
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  10. Termination. This agreement enters into force on the Acceptance Date and shall terminate on the date of effective termination of the Service Agreement, or, if no Service Agreement is signed, the date specified in CERBA RESEARCH’s termination notice to Partner. This agreement and the rights granted hereunder shall terminate on receipt of termination notice if a party fails to remedy a breach of these Terms within ten (10) business days from the other party’s written notice requiring such remedy. Either party may terminate these Terms upon written notice in the event that the other party files a petition in bankruptcy or proceedings in bankruptcy are instituted against it, or any court assumes jurisdiction of such party and its assets pursuant to proceedings under any bankruptcy or reorganization act, or a receiver is appointed of that party’s assets or that party makes an assignment for the benefit of its creditors. Upon termination, all licenses granted herein shall terminate and CERBA RESEARCH may erase all Data thirty (30) days after the effective termination date. Any termination shall be without prejudice to any other rights or remedies of each party under these Terms or applicable law. Termination shall not relieve a party of its obligations which by their nature are intended to survive termination. CERBA RESEARCH may without notice suspend the use of the Portal if Data would infringe upon third party rights or Partner would otherwise be in breach of these Terms.
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  11. Miscellaneous. In the event that any provision hereof shall be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. This agreement is governed by and construed under the laws of Belgium, without regard to its conflicts of law principles. The parties agree that any legal proceeding with respect to or arising under these Terms shall be brought exclusively in the Courts of Ghent, Belgium. This agreement may not be modified or amended except by a writing signed by the parties. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of these Terms. In case any provision of these Terms is in direct conflict with a provision of the Service Agreement, the provision of the Service Agreement will prevail.