THIS FreeLIMS AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF OUR FreeLIMS PRODUCT AND SERVICES.
IF YOU UPGRADE TO PREMIUM EDITIONS, YOUR PURCHASE AND ONGOING USE OF THOSE PURCHASED SERVICES WILL BE GOVERNED BY OUR TERMS OF USE AT: https://cloudlims.com/policies/terms-of-use.html, WHICH YOU HEREBY ACCEPT, UNLESS A SUPERSEDING TERMS OF USE IS IN EFFECT BETWEEN YOU AND US AT THE TIME OF THE PURCHASE, IN WHICH CASE THAT TERMS OF USE WILL GOVERN SUCH PURCHASE AND USE.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY SIGNING UP FOR A FREE ACCOUNT ON OUR WEBSITE, YOU AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE FreeLIMS PRODUCT and SERVICES.
You may not access the FreeLIMS Product and Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not use FreeLIMS services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on July 25th, 2017. It is effective between You and Us as of the date of Your acceptance of this Agreement.
1. Definitions
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“FreeLIMS” means the cloud based Laboratory Information Management System (LIMS) by FreeLIMS.org. It is offered as a complimentary tool for a period of 6 months, extensible upon written request.
“FreeLIMS Product and Services” refers to FreeLIMS.org website, FreeLIMS and product hosting service.
“Third-Party Application” means a web application that is provided by a third party and interoperates with the FreeLIMS services.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“User” A user (hereinafter referred to as “You”, “Your”) is anyone who has an account and/or is using the FreeLIMS provided as a service by Us and visitors of our websites, (hereinafter referred to as “website” or “websites”).
“We“, “Us” or “Our” means the FreeLIMS team.
“Your Application” means a web application that You (or a third party acting on Your behalf) create and that interoperates with FreeLIMS.
“Your Data” means all electronic data or information submitted by You to FreeLIMS.
2. Provision and Use of FreeLIMS
2.1 Provision of FreeLIMS for 2 Users. One account allows two users, which includes one administrator and one user. The FreeLIMS is for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the FreeLIMS.
2.2 Administration User. Your FreeLIMS user subscriptions include one administrator user subscription. The administrator User subscription may be used solely to configure the FreeLIMS based on your requirements.
2.3 Other Usage Limitations. The FreeLIMS may be subject to other limitations, such as, for example, limits on available modules, functionality and on the number of records You are permitted to store in each module. The FreeLIMS provides real-time information to enable You to know Your limitations.
2.4 Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of, and for the means by which You acquired, Your Data and Your Applications, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the FreeLIMS, and notify Us promptly of any such unauthorized access or use, and (iv) use the FreeLIMS only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the FreeLIMS available to anyone other than Users, (b) sell, resell, rent or lease the FreeLIMS, (c) use the FreeLIMS to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the FreeLIMS to store or transmit malicious code or malware, or to engage in phishing or other fraudulent activity, (e) interfere with or disrupt the integrity or performance of the FreeLIMS or third-party data contained therein, or (f) attempt to gain unauthorized access to the FreeLIMS or Our systems or networks.
3. Third-party Providers
3.1 No purchase of third-party products or services is required to use the FreeLIMS. Any acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as “certified”.
3.2 Third-Party Applications and Your Data. If You install or enable a Third-Party Application for use with the FreeLIMS services, You acknowledge that We may allow the provider of that Third-Party Application to access Your Data as required for the interoperation of such Third-Party Application with the FreeLIMS or the websites. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by a Third-Party Application provider.
4. No Fees
The FreeLIMS product and services are currently provided at no charge. We reserve the right to change our pricing policies for FreeLIMS at any time on 30 days’ notice.
5. Licenses
5.1 Our License to You.
a) To become the User of the FreeLIMS, You have to create Your User account for it using sign up from our website. Upon successful registration of the account, We will send You an email with FreeLIMS web link along with the login credentials. You are able to log into the FreeLIMS with the credentials We provided in the email. You can later change the credential as per Your choice. For Users of the FreeLIMS, Terms of Service and all parts of Terms of Service applicable to such Users shall come into force once the registration data is submitted through the registration form and/or a User account has been activated.
The following data is required for creating a User account:
• Your full name
• A valid email address where You are reachable (required also for communication between You and Us)and through which you will enter the FreeLIMS
• The name of your organization, which You will be the Owner of and will automatically be attributed to You upon first registration as a free team (hereinafter “Default Team)
You can choose to deactivate your account at any time by sending Us an email with the request to deactivate Your account. All other aspects of your Default Team remain unaltered. Please consider the User roles appointed to Your Default Team members before deactivation if you want to enable normal usage of the FreeLIMS to other members. Any Research Data you make available through the FreeLIMS (also to other Teams) will be the associated to a Team and therefore has no consequence after deactivation of Your account. In the case of deactivation, We may retain Your “Account Data” for User identification and attribution purposes and “Activity data” for improvement of Our Service. We also reserve the right (but not the obligation) to delete your Research Data after deactivation and/or in case You breach this Terms of Service. We reserve the right to deactivate, block or freeze Your account at any time in case You breach this Terms of Service. We reserve the right to deactivate the account inactive for more that 30 days.
b) You shall not (i) permit any third party to access the FreeLIMS except as permitted herein , (ii) create derivate works based on the FreeLIMS, (iii) copy, frame or mirror any part or content of the FreeLIMS, (iv) reverse engineer the FreeLIMS, or (v) access the FreeLIMS in order to build a competitive product or service or to copy any features, functions or graphics of the FreeLIMS.
5.2 Your License to Us. You grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into our services, free or paid, any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of our services.
6. Proprietary Rights
6.1 Our Proprietary Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the FreeLIMS product and services, including all related intellectual property rights subsisting therein. We grant no rights to You hereunder other than as expressly set forth herein.
6.2 Your Proprietary Rights. Except as provided in Section 5.2 (Your License to Us), We acknowledge and agree that We obtain no right, title or interest from You (or your users) under this Agreement in or to Your Data, any of Your Applications, including any intellectual property rights subsisting therein.
7. Exclusion of Warranties
We take protection of Your data seriously and take reasonable measures to protect Your Account, Activity and Research Data and keep it private. We make reasonable efforts by following industry standards to make sure we have all necessary technology which supports data security and privacy. We do not warrant that (i) the FreeLIMS will meet Your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the FreeLIMS will be accurate or reliable, and (iv) any errors in the FreeLIMS will be corrected. You expressly understand and agree that We shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if We have been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the FreeLIMS; (ii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the FreeLIMS; (v) or any other matter relating to the FreeLIMS (to extend not limited by applicable law).
8. Copyright & Other IP Rights
We claim no ownership or intellectual property rights over the Data. We explicitly disclaim any responsibility for the Data. You hereby declare that you have all necessary rights and permissions regarding the Data in accordance with this Terms of Service. Your profile remains Yours and the Research Data You upload remains within the rights of its owners as defined with any applicable law, internal policy or agreement. We shall not and will not interfere, alter or claim any of the intellectual property rights, privacy or ownership policies and other applicable legally binding rules regarding the Data uploaded and made available through the FreeLIMS. Whatever You make available to other Users and/or third parties is determined with the User Roles appointed and you hereby agree to understand and take full responsibility of the User Roles assigned. We have no connection or responsibility to the data that is linked by You as an URL in the FreeLIMS (“External link”).
9. Suggestions
If you provide any Suggestions to Us or Our affiliates, we and our affiliates will be entitled to use the Suggestions without restrictions. You hereby irrevocably assign to Us all right, title, and interest in and to the Suggestions and agree to provide Us any assistance We require to document it. In order for Us to be able to manage and process Your Data through the FreeLIMS, You hereby grant Us a perpetual worldwide, non-transferable, non-exclusive license, including the right to duplicate and transmit data for making safety backups, as well as the right to access Your Data provided (a) You give Us Your prior consent, (b) this is necessary for Us to fulfill Our obligations defined either by this Terms of Service or other legally binding documents between Us and You (e.g. Agreement), (c) we receive a notice with information that gives Us a reason to believe that You are using the FreeLIMS in a way that is illegal and/or provides Us with a reason to block or deactivate Your Account (d) access is required by any law, rule or regulation, in which case we also have the right and obligation to disclose Your Data to such third party entitled to disclosure under any law, rule or regulation (including but not limited to courts and other competent public authorities). To the extent practicable and if lawfully permitted to do so, We shall give prompt written notice of such requirement to You, to enable You to seek a protective order or other remedy. We reserve the right (but not the obligation) in Our sole discretion to remove any Research Data that is available via the FreeLIMS and We have accessed for any reason described above and that We deem unlawful or serves an unlawful purpose.
10. Premium Plan
For the purpose of Terms of Service, any plan that we offer as a Service to You as a payable service and is not otherwise defined in this document (Free plan, Paid plan) will be referred to as Premium plan, regardless of the possible differences among plans that We offer as part of Our Service. All Users who have access to the Service that we offer with the Premium plan, will be treated and defined in this Terms of Service as Premium Users. Different Terms of Service applies to the Premium Users.
11. Changes of the Terms of Service
We reserve the right, at our sole discretion, to modify or replace any part of Terms of Service. It is your responsibility to check Terms of Service periodically for changes, with the up-to-date version featured on our Website under the URL: www.freelims.org. Your continued use of the Service after any change to the Terms will be deemed to be your agreement to the amended Terms. If you terminate your use of the Service, no refunds will be issued. We may also, in the future, offer new services and/or features through the FreeLIMS (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Terms of Service. We may also, in the future, remove features at any time without prior warning.
12. User Obligations
You certify that You have all the rights and permission needed to manage (including but not limited to upload and export, view, edit, delete, archive, share and use) the Data inside the FreeLIMS, to the extent permitted within Your assigned User Role. If You are assigning User Roles within a Team, it is Your responsibility that the User Roles are appointed with accordance to any internal and/or organizational rules, guidelines or agreements among team members, as well as any applicable law. You are responsible for the integrity and correctness of the Data You upload and all activity that occurs under Your Account. You must not, in Your use of the FreeLIMS, violate any applicable laws. You may not use the FreeLIMS for any illegal or unauthorized purpose. You must immediately inform us via e-mail, if You have a reason to believe there are flaws connected with The FreeLIMS that could potentially be abused by any third party. You are responsible to protect Your Account from unauthorized access and abuse, including choosing and maintaining a strong password. You agree to inform us immediately of any unauthorized use of your account by emailing us at support@freelims.org. We are not responsible for any loss or damage to You or to any third party incurred as a result of any unauthorized access and/or use of Your account, or otherwise. You must keep the contact information of Your account up-to-date and correct. It is Your responsibility to inform Us via email on any changes of personal contact information, most importantly the email address, through which all communication between You and Us will be made (except information that we will provide through the FreeLIMS and/or the Website). Provided you have not informed us of such changes, we are not liable to any consequences resulting from this and You agree that we have fulfilled our obligations provided we have informed You via an email account that we have a reason to believe is part of Your Account data. In case You breach Terms of Service, We reserve the right (but not the obligation) to deactivate Your Account and/or associated Team and delete all associated data. You hereby certify that You understand that all breaches of this Terms of Service might also be associated with the Team, therefore the Team where the Users(s) breaching this Terms of Service are members of potentially face(s) consequences described in Terms of Service. You shall not: (a) transfer or otherwise make available to any third party the Service; (b) provide any service based on the Service; (c) use third party links to websites without agreeing to the terms and conditions of such websites; or (d) post links to third party websites or use the logo, company name, or other proprietary information from such websites, etc. without express written permission. You are responsible for ensuring that you do not accidentally make any private content publicly available.
13. Indemnification
You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third-party alleging that Your data of the FreeLIMS is in violation of this Terms of Service, infringes or misappropriates the intellectual property rights of a third-party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such claim, demand, suit or proceeding; provided, that We (a) promptly give You written notice of the claim, demand, suit or proceeding; (b) give You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. We hold the copyright and/or the license in the software, look and feel and non-User-uploaded content of the FreeLIMS and the Website. All third-party software and content remains with the respective parties and We are not responsible or liable for third-party materials included within or linked from the FreeLIMS. The list of the third party is available on this link, however we reserve the right to update this list periodically, therefore we do not guarantee that the list is accurate and/or complete.
14. Limitation of Liability
IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE OR DATA OR FOR INTERRUPTIONS IN SERVICE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. Term and Termination
15.1 Term. This Agreement commences on the date You accept it and continues until terminated in accordance with Section 15.2 (Termination).
15.2 Termination. You may terminate Your FreeLIMS service without cause at any time upon written notice to Us. We may terminate Your FreeLIMS service (a) at any time without cause upon 30 days’ written notice to You, or (b) upon 7 days’ written notice to You of a material breach of this Agreement if such breach remains uncured at the expiration of such period. Upon any termination of Your FreeLIMS service, this Agreement shall also terminate, subject to Section 15.5 (Surviving Provisions).
15.3 Return of Your Data. Upon request by You made within 7 days after the effective date of termination of Your FreeLIMS service, We will make available to You for download a file of Your Data in comma separated value (.xls) format along with attachments in their native format. After such 7-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
15.4 LOSS OF APPLICATIONS AND MATERIALS. UPON ANY TERMINATION OF YOUR FreeLIMS SERVICE, YOUR APPLICATIONS, AND OTHER MATERIALS DEVELOPED BY YOU USING THE FreeLIMS WILL BE PERMANENTLY LOST.
15.5 Surviving Provisions. Sections 6 (Proprietary Rights), 7 (Exclusion of Warranties), 13 (Indemnification), 14 (Limitation of Liability), 15.3 (Return of Your Data), 16 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 18 (General Provisions) shall survive any termination or expiration of this Agreement.
16. Notices, Governing Law, Venue, and Waiver of Jury Trial
16.1 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of material breach or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant FreeLIMS account, and in the case of billing-related notices, to the relevant billing contact designated by You.
16.2 Governing Law. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California and controlling United States federal law, without regard to their conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
16.3 Venue; Waiver of Jury Trial. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
17. Changes to Terms
We may make changes to this Agreement from time to time. When these changes are made, We will make a new copy of the Terms available on this web page. You understand and agree that if you use the FreeLIMS after the date on which this Agreement has changed, We will treat Your use as acceptance of the updated Terms.
18. General Provisions
18.1 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the FreeLIMS. Without limiting the foregoing, (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) it shall not permit Users to access or use the FreeLIMS in violation of any U.S. export embargo, prohibition or restriction.
18.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
18.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
18.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
18.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
18.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in their entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
18.7 Entire Agreement. This Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
19. Contact
All support and formal communication between the Parties shall occur via email in the English language. For any inquiries connected to this Terms of Service or regarding the FreeLIMS, please send an email to support@freelims.org. For all relevant communication to You, We shall use the email address You provide (and maintain) in Your account.