These terms of service (the Terms) govern the services Cradle Bio B.V., a company registered with the Dutch Chamber of Commerce under 84219092, having its place of business at Alexander Fleminglaan 1, 2613 AX, Delft, the Netherlands (Cradle, We or Us), provides to any Customers that have been given access to our protein engineering platform and/or to whom We provide any other services (You or the Customer).
Services
1.1. Description of Services
Cradle provides software that helps you find, understand and improve proteins (the services provided by Cradle, including access to its software, the Services).
1.2. Service level
The Services are currently still under development and therefore only provided on “as is” basis. Cradle does not guarantee any performance or (cyber)security level or any type of results that can be achieved by using the Services. By using the Services, the Customer accepts that the Services are still of an experimental nature.
Intellectual Property Rights
2.1. Cradle Proprietary Rights
The Services, including any Software used in connection with the Services contains proprietary information that is protected by applicable intellectual property and other laws. The use of the Services will not in whatever form result in any transfer of intellectual property rights from Cradle to the Customer or from the Customer the Cradle, except as provided for in Clause 2.3.
2.2. Restrictions on use
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, machine learning models, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (Software); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Cradle or authorised within the Services. The Customer may integrate the Software in its applications but may not sublicense use of the Software to any third parties. Furthermore, the Customer will treat as confidential any business, technical or financial information received from Cradle.
2.3. Feedback
Cradle may freely use any feedback or suggestions for improvements to the Services. Upon first request by Cradle, the Customer will assign to Cradle any right and title in relation to the improvements of the Services based on the Customer’s feedback.
Use of Data
3.1. Use of Customer Data
Except in accordance with Clause 3.2, Cradle will not access any data that is provided by the Customer, unless given explicit permission to do so.
3.2. Access to Customer data
Cradle may access all of the data that you have made available as part of the Services (i) in order to verify the Customer’s use of the Services in compliance with any applicable laws and these Terms (ii) or to improve its Services. If required under the applicable laws, We may cooperate with law enforcement authorities and grant these authorities access to the data made available by You.
3.3. Data Storage
Any data that is provided by the Customer will be stored at Our servers located in the European Union.
Responsibilities
4.1. Compliance with applicable laws
By using the Services, the Customer agrees and undertakes to use the Services in full compliance with the applicable laws, including but not exclusively the GMO Directives 2001/18/EC and 2009/41/EC and biosecurity laws and requirements (and any foreign equivalents). Unless given specific permission, the Customer represents and warrants that the Services will not in any way be used to produce any sequences that are in itself, or may (i) encode a toxin that likely originate from a plant or animal pathogen, (ii) encode an infectious form of a virus, (iii) can self replicate, (iv) interfere with cloning propagation, (v) or encode for an etiological agent (vi) or more generally,to act in contravention of any applicable laws and regulations, including biosecurity and safety regulations, or any manner that is unsafe to users, researchers, and the general public.
4.2. Indemnification
Customer represents, covenants, and warrants that it will use the Services only in compliance with Company’s standard published policies then in effect (the Policy) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Cradle, including any subsidiaries, affiliates, officers, employees, licensors, and partners against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services, Your violation of these Terms, any infringement or alleged infringement of any third party intellectual property rights arising from the use of the Services in accordance with these Terms, or Your violation of any rights or another person or entity.
Confidentiality
Any information disclosed by or on behalf of either Party or its representatives (the Disclosing Party) to the other Party (the Receiving Party) pursuant to these Terms that is (a) marked “Confidential” or “Proprietary” or (b) otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself qualifies as Confidential Information. Confidential Information does not include (m) any information that is publicly available or becomes publicly available through no action or inaction of the Receiving Party; (n) is in the rightful possession of the Receiving Party without confidentiality obligations at the time of disclosure by the Disclosing Party to the Receiving Party as shown by the Receiving Party’s then contemporaneous written files and records kept in the ordinary course of business; or (o) is obtained by the Receiving Party from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality. The Receiving Party shall (i) use the Confidential Information of the Disclosing Party solely to exercise its rights and fulfil its obligations under these Terms, (ii) shall not disclose disclosing Party’s Confidential Information to any third parties other than its own employees or agents on a need to know basis who are subject to written obligations of confidentiality and non- use that are at least as protective of Disclosing Party’s Confidential Information as these Terms, except with the Disclosing Party’s express written consent, and (iii) take the precautions the Receiving Party employs with respect to protecting its own confidential information of a similar nature to protect the Disclosing Party’s Confidential Information.
Guarantees and Liability
6.1. No Services guarantee
Cradle does not guarantee the availability or uptime of the Services. The Services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Cradle may discontinue the Services at any time.
6.2. No liability
The Services (including access to Our Software) that are provided to you “as is”. Cradle, including any of its subsidiaries, affiliates, partners, employees or officers, does not accept any liability in relation to the Services (including any potential infringement of intellectual property rights as a result of the use of the Services) as provided by Cradle.
6.3. Subsidiary liability
In the event that Cradle would nevertheless be found to be liable in legal proceedings, this liability is limited to direct damages the Customer suffered as a result of a shortcoming or wrongful act that can be attributed to Cradle and shall never exceed EUR 50,000. Cradle shall in no event be liable for any special, incidental, indirect or consequential damages, including, but not limited to, loss and/or damage of data, loss of profits and lost sales.
6.4. Limitation period
In any event, any liability shall lapse within one year following the earlier of the provision of the Services resulting in any (alleged) liability or one year following the moment as of which the liability could have been reasonably known.
Termination
Under certain circumstances and without prior notice, We may immediately either suspend or terminate your account and/or access to the Services. These circumstances may include: (i) breaches of this Agreement or other policies, (ii) a request by You (for example, in relation to account deletion), (iii) discontinuation or material modification of the Services, (iv) unexpected technical or security issues or problems, (v) extended periods of inactivity, (vi) any violation of intellectual property rights, and/or (vii) nonpayment of any fees owed by you in connection with the Services. Any such suspensions or terminations shall be made in Cradle’s sole discretion. You agree that Cradle shall not be liable to you or any third party for any suspension or termination of your account or access to the Services. Termination shall not affect the provisions of this Agreement concerning General, Limitation of Liability, Choice of Law.
General
8.1. Entire Agreement
These Terms together with the Privacy Policy (which can be found at https://cradle.bio/privacy-policy) (the Privacy Terms) and any terms expressly agreed through an executed order form constitute the entire agreement between You and Cradle with respect to your use of the Services.
8.2. Unenforceability
If any provision of these Terms is found by a court (or other competent body) of a competent jurisdiction to be invalid, You and Cradle hereby agree that the court should endeavour to give effect to these Terms to the greatest extent possible. The other provisions of these Terms remain in full force and effect.
8.3. Assignment
You may not assign or otherwise transfer your account or your rights and obligations under the Terms without the written consent of Cradle. Cradle has the right, in its sole discretion, to transfer or assign all or any part of its rights and obligations under these Terms. Furthermore, Cradle will have the right to delegate or use third party contractors to fulfil its duties and obligations under these Terms and in connection with the Services.
8.4. Force Majeure
In the case of force majeure, the non-fulfilment of these Terms and or any agreement for the provision of services between You and Cradle will not qualify as an attributable failure and Cradle is released from all contractual obligations and liability. Force majeure includes, but is not limited to, illness of employees and/or absence of personnel crucial for the provision of the Services, disruptions of the electricity supply, fire, natural disasters, pandemics, strikes, floods, failures to perform by third parties hired by Cradle, hardware disruptions, disruptions in the (telecommunications) networks and other unforeseen circumstances.
Modification of the Agreement (including the Terms) and Services
9.1. Changes to this Agreement
Cradle reserves the right, in its sole discretion, to update these Terms at any time and for any reason. We will notify you of any material changes to the terms of any service or other features of the Services. If you continue to access or use the Services after we have informed you of such change, you agree to be bound by the modified Terms.
9.2. Changes in the Services
Both Cradle and its third-party service providers may make, at any time and for any reason in its sole discretion, improvements and/or changes in the Services, software applications, features, and prices. Cradle reserves the right to modify or discontinue, either temporarily or permanently, the Services in full or in part with or without notice. Cradle shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.
Dispute Resolution
10.1. Applicable law
The Services, these Terms your relationship with Cradle, and any action in relation thereto, shall be governed by the laws of the Netherlands
10.2. Competent Court
The competent courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction in relation to any actions regarding the Services, the Terms, and any other aspects of your relationship with Cradle.
Questions
If you have any questions or requests for support in relation to our Services, please contact us via legal@cradle.bio. Any notices in relation to this Agreement should be provided to: Cradle’s address as listed above.
