Last Updated: July 8, 2024
This Terms of Service ("Agreement") is a legally binding contract between Collaborator (as defined below) and Ochre Bio Limited ("Ochre Bio," "us," "we," or "our") regarding your use of the Service, and supplements the terms of the applicable collaboration (or similar) agreement between the parties (the "Underlying Agreement"). References to "Collaborator", "you", and "your" refer to Ochre Bio's counterparty in the Underlying Agreement.
If the terms of this Agreement and the Underlying Agreement conflict, the terms of the Underlying Agreement will control. If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Ochre Bio and by you to be bound by this Agreement (the "Effective Date").
The Service provides proprietary software with features and functionality that visualize and analyze liver data, including interactive tools for viewing differential gene expression and enrichment of public and proprietary gene signatures for biological interpretability ("Service").
Subject to the terms and conditions of this Agreement and the Underlying Agreement, Ochre Bio will make the Service available to Collaborator and, if Collaborator is a company or entity, to any of Collaborator's employees or contractors of Collaborator that Collaborator allows to use the Service on Collaborator's behalf ("User") during the period during which Collaborator's subscription to access and use the Service is in effect ("License Term"), as identified in the applicable Underlying Agreement. Collaborator may only use the Service internally.
To access the Service, Collaborator and its Users must register for an account by contacting Ochre Bio through their Alliance Manager (as defined in the Underlying Agreement) and, in doing so, may be required to provide Ochre Bio with information (such name, email address, or other contact information). Collaborator agrees that the information it provides to Ochre Bio is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Ochre Bio ("Log-in Credentials"), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Collaborator is responsible for its Users' compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Ochre Bio's breach of this Agreement). Collaborator will promptly notify Ochre Bio if it becomes aware of any compromise of any Log-in Credentials. Ochre Bio may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process Log-in Credentials in connection with Ochre Bio's provision of the Service or for Ochre Bio's internal business purposes. Collaborator represents and warrants to Ochre Bio that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Collaborator's personal data and Collaborator's personal information ("Laws").
Collaborator will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party (other than Users); (b) use the Service on behalf of, or to provide or publish any product or service, in whole or in part, to, third parties; (c) use the Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Ochre Bio); (e) modify or create derivative works of the Service, copy any element of the Service, or otherwise attempt to extract any content of the Service; (f) remove or obscure any proprietary notices in the Service; (g) publish benchmarks or performance information about the Service; (h) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses or other harmful materials to the Service; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; or (k) access or use the Service in a manner that violates any Law or for any illegal purpose.
Ochre Bio will use commercially reasonable efforts to provide Collaborator with support for the Service as described in the Underlying Agreement ("Support").
To the extent personal data and personal information as defined in Ochre Bio's Privacy Policy at https://cdn.obelix-ochre-bio.com/static/html/privacy_policy.html ("Privacy Policy") are uploaded, transmitted, submitted, provided, or processed in connection with Collaborator's use of the Service, Ochre Bio will comply with the Privacy Policy.
Ochre Bio may immediately suspend Collaborator's and its Users' access to the Service if: (a) Collaborator breaches Section 2.3 (Restrictions); (b) changes to Laws or new Laws require that Ochre Bio suspend the Service or otherwise may impose additional liability on us; or (c) Collaborator or its Users actions risk harm to any of Ochre Bio's other customers or the security, availability, or integrity of the Service. Where practicable, Ochre Bio will use reasonable efforts to provide Collaborator with prior notice of the suspension. If the issue that led to the suspension is resolved, Ochre Bio will use reasonable efforts to restore your access to the service.
Ochre Bio may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Collaborator (except that Ochre Bio will use commercially reasonable efforts to provide Collaborator with 30 days' prior notice in the event of any deprecation of any material feature or functionality of the Service). Ochre Bio will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, Ochre Bio may not modify or discontinue features of the Services that have been previously and explicitly agreed to in the Underlying Agreement and any such change or modification will only apply on a going-forward basis.
Collaborator will provide and maintain any hardware, software, other technology, and infrastructure that Collaborator requires to access and use the Service as defined in any then-current version of Ochre Bio's user guide (the "Documentation").
THE SERVICE IS PROVIDED "AS IS". OCHRE BIO, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. OCHRE BIO IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OCHRE BIO'S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE SHORTEST LEGALLY PERMITTED PERIOD.
Ochre Bio's or their respective suppliers or licensors liability of any kind arising out of or related to this Agreement will not exceed in aggregate $1,000. The waivers and limitations in this Section 3.2 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 3 (DISCLAIMER; LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
This Agreement starts on the Effective Date and continues until expiration or termination of the Underlying Agreement.
Upon expiration or termination of the Agreement, Collaborator's access to and Ochre Bio's obligations to provide the Service will cease. During the License Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable License Term, Collaborator may export data or information that Collaborator (including its Users) submits to the Service using the export features described in the applicable Documentation. After that 30 day period, Ochre Bio will be under no obligation to store or retain the applicable Log-In Credentials and may delete the applicable Log-In Credentials at any time in its sole discretion. Log-In Credentials and other Confidential Information, as defined in Section 6, may be retained in the recipient's standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement's confidentiality restrictions.
These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 3 (Disclaimer; Limitation of Liability), 4.2 (Effect of Termination), 4.3 (Survival), 5 (Ownership), 6 (Confidentiality), 8.1 (General Provisions), and 8.2 (Governing Law). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Collaborator's use rights in this Agreement, Ochre Bio and its licensors retain all intellectual property rights and other rights in the Service, Documentation, and Ochre Bio's technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us. If Collaborator provides Ochre Bio with feedback or suggestions regarding the Service or its other offerings, Ochre Bio may use the feedback or suggestions without restriction or obligation.
The parties shall be bound by the confidentiality terms as set forth in the Underlying Agreement.
Ochre Bio may modify this Agreement from time to time with notice to Collaborator. Modifications take effect at Collaborator's next License Term unless Ochre Bio indicates an earlier effective date. If Ochre Bio requires modifications with an earlier effective date and Collaborator objects, Collaborator's exclusive remedy is to terminate this Agreement with notice to Ochre Bio. To exercise this termination right, Collaborator must notify Ochre Bio of its objections within 30 days after Ochre Bio's notice of the modified Agreement. Once the modified Agreement takes effect Collaborator's continued use of the Service constitutes its acceptance of the modifications. Ochre Bio may require Collaborator to click to accept the modified Agreement.
This Agreement, including the Privacy Policy, Underlying Agreement, all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Ochre Bio may post on or link to from the Service, and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Collaborator and Ochre Bio regarding your use of the Service. The Agreement may be assigned according to the same terms as set forth in the Underlying Agreement. The failure to require performance of any provision will not affect Ochre Bio's right to require performance at any other time after that, nor will a waiver by Ochre Bio of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word "including" means "including but not limited to." If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
This Agreement is governed by the same laws and same terms as the Underlying Agreement.
By using the Service, Collaborator consents to receiving certain electronic communications from Ochre Bio as further described in Ochre Bio's Privacy Policy. Please read Ochre Bio's Privacy Policy to learn more about Ochre Bio electronic communications practices.