Terms & Conditions
for Chemexplorer™ (“Terms”) Effective date: December 15th, 2023
1. General
1.1. These Terms constitute an essential component of the agreement between Labio a.s. (referred to as “Labio”) and You, the Customer. They delineate the rights and responsibilities when utilizing the Services provided by ChemExplorer. Please review these Terms thoroughly, as they define the framework for our relationship.
These Terms encompass the general conditions under which ChemExplorer offers its Services to a diverse clientele subscribing to various Plans. Consequently, certain sections of these Terms may not be applicable to You.
1.2. The Contract shall come into effect on the Contract Effective Date as stipulated.
1.3. Given that our Services cater to professional use, it’s essential to note that as the Customer, You are not engaging in this Contract as a consumer. Consequently, consumer protection laws do not govern the relationship between You and Labio regarding the usage of our Services.
1.4 ChemExplorer provides no warranty or representation, whether express or implied, regarding the integrity, security, or retention of research data during the free testing of its services. Furthermore, ChemExplorer does not provide any warranty or representation on the possibility of migrating research data from other platforms into ChemExplorer.
2. Contract Term and Termination
2.1. The duration of the Initial Term is outlined in the Order Form. In the absence of specific instructions in the Order Form, each successive term, including the Initial Term and Renewal Term, is automatically renewed for a default period of 1 year. A new Order Form will be issued for each Renewal Term.
2.2. The Initial Term or Renewal Term will not be automatically renewed if either Party notifies the other Party of termination (non-renewal) at least thirty (30) days before the end of the Initial Term or Renewal Term, respectively. Failure to renew the Initial Term or Renewal Term results in the termination of the Contract upon its lapse.
2.3. In case of non-automatic renewal, the Contract expires at the end of the Term.
2.4. A Customer reserves the right to terminate the Contract at any time without cause, providing a 30-day notice period.
2.5. ChemExplorer can terminate the Contract without cause, also with a 30-day notice period to the Customer.
2.6. In the event of termination without cause by either Party, the notice period commences upon notification via email to the other Party. The Contract concludes at the end of the last day of the notice period.
2.7. ChemExplorer retains the right to terminate the Contract for cause at any time with immediate effect if the Customer or any of its Users breaches the Contract significantly (e.g., violation of the Acceptable Use Policy, etc.).
2.8. Upon the lapse of the Termination Period or the expiration of the Contract Term, all rights and access to the Services as per the Contract will cease, including access to the Workspace and Research Data. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THEY HAVE DOWNLOADED ALL RESEARCH DATA BEFORE THE TERMINATION PERIOD ENDS OR THE CONTRACT TERM EXPIRES.
2.9. ChemExplorer shall not be held responsible or liable for any loss of Research Data occurring after the Termination Period lapses or the Contract Term expires. Any such Research Data will be deleted at ChemExplorer’s discretion. Following termination, ChemExplorer reserves the right to retain the Customer’s Activity Data.
3. Payment terms
3.1. Payment terms encompass all Fees and are subject to Labio a.s.’s discretion regarding the creation, updates, or cancellations of such Fees. However, Fees will not be modified for an individual Customer during the paid Initial Term or Renewal Term.
3.2. Any alterations in Fees will be communicated to the Customer before taking effect. Should the Customer disagree with the Fee changes, their sole recourse will be to opt out of renewing the Contract for the subsequent Renewal Term.
3.3. Labio a.s. will issue an invoice for each Renewal Term, delineating the prices applicable for that term.
3.4. For any Upsell, Labio a.s. will issue an invoice. Fees for the Upsell will be calculated and invoiced proportionally to the Customer based on the latest Order Form or Invoice, or according to current prices if not specified in prior documentation.
3.5. Labio a.s. reserves the right to charge varying Fees for individual Customers, even if they possess identical Plan subscriptions and utilize similar Services.
3.6. Fees are specified in the Order Form(s) and/or the invoice. In cases where Fees differ between the Order Form and the invoice, the Fees stated on the invoice will prevail.
3.7. All Fees are subject to the following payment terms, unless explicitly stated otherwise:
- Fees must be paid in advance; Labio a.s. is not obligated to render any Services or provide access to the Software until Fees are received.
- Fees are non-refundable, except in cases specified in the Contract or these Terms.
- Full payment of Fees must be made within 10 days of the invoice being received via email.
- Fees exclude taxes.
3.8. Payment of Fees shall be considered complete when available to Labio a.s. in the specified bank account, in freely available funds. In case of any dispute over the invoiced amount, the undisputed amount must be paid by the Customer without the right to offset any amount payable to Labio a.s.
3.9. If the Customer downgrades to a Plan with lower or no Fees, any outstanding Fees from the original Plan remain the Customer’s responsibility. Services under the initial Plan will be deemed fulfilled upon the Term’s expiration.
3.10. The obligation to pay Fees remains irrespective of actual Services usage. For instance, if a Premium Customer subscribes for Services for 5 Users but only 3 Users utilize the Services, the Customer is still obligated to pay the full Fee as stipulated on the Order Form and/or invoice.
3.11. If the Customer activates more User Accounts or Services than contracted (e.g., due to a technical error), Labio a.s. reserves the right to charge the full Fees for such activated features for the entire applicable period.
3.12. Any additional efforts by Labio a.s., not explicitly part of the specified Services in the Contract, such as personal data deletion, access requests, data migrations, or cooperation in audits, require prior written agreement between the Parties and will incur additional charges.
4. Effects of Non-Payment
4.1. Whenever any Fees are overdue (excluding amounts disputed reasonably and in good faith), maximum default payment interest fees allowed by applicable law may be charged to the Customer.
4.2. Whenever Fees are ten (10) or more days overdue, We may, without limiting Our other rights and remedies, deactivate any Services and/or disable access to the Services.
4.3. Whenever any such Fees are thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, terminate the Contract and Customer’s access to Services completely. Such non-payment shall constitute a material breach of Contract.
5. Customer Responsibilities and User Management
5.1. If the Customer orders additional Users during the Term, this will be considered an Upsell and subject to additional charges.
5.2. The Customer holds the responsibility for enabling the Plan to its Users. User access levels will be pre-defined with specific User Roles assigned by the Customer.
5.3. It is the Customer’s responsibility to assign appropriate User Roles to its Users, comprehending the permissions and their application for each User Role, including any potential updates or changes introduced.
5.4. The Customer assumes liability for all activities within the Customer’s Workspace, including actions or omissions by its Users, and any breaches of the Contract, encompassing these Terms and the Order Form.
5.5. The Customer must inform its Users of their obligations and any other relevant terms and conditions applicable to them under the Contract.
5.6. Any Research Data uploaded/entered into a Customer’s Workspace by a User automatically falls under the authority and control of the Customer concerning the use of the Services.
5.7. The rights of Users concerning Research Data shall be governed solely by the User Role assigned to them by the Customer.
5.8. Users are responsible for maintaining the confidentiality and security of their User Account information (e.g., email, username, password), and must not permit any third-party to access or use their User Account information.
6. Confidentiality
6.1. As utilized herein, “Confidential Information” encompasses all confidential data disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), including (i) information designated as confidential, whether communicated orally or in writing, and (ii) Customer’s Research Data, irrespective of specific designation as confidential. Confidential Information does not include data that (i) becomes publicly known without breach of any obligation owed to the Disclosing Party, (ii) was within the knowledge of the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, or (iii) is independently developed by either Party without utilizing Confidential Information from the other Party.
6.2. The Receiving Party shall:
– (i) Safeguard the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care as it applies to its own confidential data, ensuring a minimum standard of reasonable care.
– (ii) Utilize Confidential Information of the Disclosing Party solely as outlined in these Terms and the Contract.
– (iii) Refrain from disclosing Confidential Information of the Disclosing Party to any third party without explicit consent, except as allowed by these Terms and the Contract.
– (iv) Limit access to Confidential Information of the Disclosing Party to its employees, subcontractors, and agents.
6.3. The Receiving Party may disclose Confidential Information of the Disclosing Party if mandated under any federal, state, or local law, statute, rule, or regulation, or by subpoena or legal process.
Contract, encompassing these Terms and the Order Form.
6.4. The Customer must inform its Users of their obligations and any other relevant terms and conditions applicable to them under the Contract.
6.5. Any Research Data uploaded/entered into a Customer’s Workspace by a User automatically falls under the authority and control of the Customer concerning the use of the Services.
6.6. The rights of Users concerning Research Data shall be governed solely by the User Role assigned to them by the Customer.
6.7. Users are responsible for maintaining the confidentiality and security of their User Account information (e.g., email, username, password), and must not permit any third-party to access or use their User Account information.
7. Access to Workspace
7.1. ChemExplorer may view, analyze, or otherwise process Customer’s Research Data and Activity Data for any of the following purposes:
– (a) Provision of Services to the Customer.
– (b) Maintenance and improvement of Services, including ChemExplorer’s platform.
– (c) System administration.
– (d) Support.
– (e) Product and service enhancements.
– (f) Fulfillment of any other obligations under the Contract.
– (g) Compliance with applicable laws and regulations.
– (h) Enforcement of its rights under the Contract.
7.2. Notwithstanding the access reasons above, ChemExplorer also holds the right to access the Customer’s Research Data when the Customer provides written consent to do so (email suffices).
8. Data Ownership
8.1. Irrespective of the actual ownership of Research Data, we will consistently regard the Customer as the exclusive owner of Research Data associated with their Workspace. We do not assert any ownership or intellectual property rights over such Research Data.
8.2. The Customer affirms and guarantees that it possesses all requisite rights and permissions concerning its Research Data. The Customer solely bears responsibility for any ownership or intellectual property matters related to the use of Our Service(s) that may arise.
9. ChemExplorer´s Data Ownership
9.1. ChemExplorer holds the copyright and/or the license to the ChemExplorer software code, its visual design, and all associated trademarks and service marks, excluding content defined as Research Data. Third-party software or content utilized within our Services remains under the ownership of their respective third-party providers, and we bear no responsibility or liability for it.
9.2. Any reproduction or redistribution of ChemExplorer not in accordance with the Contract is expressly prohibited. You are prohibited from, and shall not permit or encourage Your Users to engage in reverse engineering, decompiling, disassembling ChemExplorer, or modifying, altering, adapting, translating, or creating derivative works of ChemExplorer without prior written consent from ChemExplorer. You shall not, and shall not allow or encourage Your Users to publish, transmit, participate in the transfer or sale of, reproduce, or otherwise exploit ChemExplorer and/or Services, except as explicitly permitted in the Contract.
10. Subcontractors
10.1. We retain the freedom to select any subcontractor for the delivery of Our Services.
10.2. Subcontracting any aspect of Our Services does not, in any manner, constitute a breach of the Contract by Us. This includes, but is not limited to, upholding confidentiality, access to Workspace, and personal data clauses.
10.3 ChemExplorer may integrate with third-party applications to enhance ChemExplorer ELN’s functionalities, capabilities, and the overall appearance and functionality of the Software and Services.
11. Communication & Notifications
11.1. All correspondence will be conducted via email. ChemExplorer may utilize any of the available email addresses when communicating with the Customer.
11.2. The Customer is responsible for maintaining updated User Account information for its Users, including contact details for the Organization Administrator, such as email and username.
11.3. Any legal notices from the Customer to Us should be sent via postal mail to Our official address, with a copy of the notice forwarded to info@chemexplorer.net.
11.4. In instances where email may not be the most suitable communication tool, We may utilize alternative methods to convey updates or pertinent information to You.
11.5. All termination (or non-renewal) notices from the Customer to ChemExplorer must be sent via email to info@chemexplorer.net. Termination through other means (e.g., online call or alternative email account) is initiated upon confirmation of receipt of such termination by ChemExplorer.
12. Warranty Disclaimer
12.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, CHEMEXPLORER ELN, AND ALL RELATED CONTENT AND INFORMATION ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES THAT WE DO NOT GUARANTEE THAT THE SERVICES WILL MEET SPECIFIC REQUIREMENTS OR EXPECTATIONS, NOR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
12.2. We are committed to enhancing our Services, including ChemExplorer ELN, indicating that the Services and ChemExplorer ELN may evolve. We retain the right to introduce new features, suspend or terminate the Services and/or ChemExplorer ELN, impose limitations or other constraints on the Services and/or ChemExplorer ELN, or specific aspects thereof. We reserve the right to modify, update, add, or remove any Plan or any part thereof at any time.
13. Indemnification
13.1. You agree to defend ChemExplorer and absolve ChemExplorer from any claims, demands, suits, or proceedings brought against ChemExplorer by a third-party, arising from or associated with (a) Your utilization of the Services, (b) Your violation of these Terms and/or Contract, (c) Your infringement or misappropriation of a third-party’s intellectual property rights, and/or (d) Your violation of any applicable law. You shall indemnify ChemExplorer for any awarded damages and expenses (e.g., attorney’s fees) incurred by ChemExplorer in relation to such claims, demands, suits, or proceedings. While we endeavor to notify You of such claims, failure to notify you shall not diminish your indemnification obligation.
14. Force Majeure
14.1. ChemExplorer shall not be held liable for any inability or delay in fulfilling its obligations due to circumstances beyond its control. These circumstances may encompass denial-of-service attacks, hacker intrusions, disruptions from third-party hosting or utility providers, labor strikes, shortages, civil unrest, natural calamities, acts of God, pandemics, epidemics, war, terrorism, and governmental interventions.
15. Publicity
15.The Customer provides Us with permission to utilize its organization’s name and logo as a reference for marketing or promotional activities on Our website and in various public or private communications.