End User License Agreement (EULA)

FOR NON-PROFIT ENTITY

This Agreement is a legally binding contract between You (either an individual person or a single legal academic entity, who will be referred to in this EULA as “You”) and “GeneXplain GmbH” (further on called “geneXplain”) having its legal office: Am Exer 10b, 38302 Wolfenbüttel, Germany, the exclusive owner, developer, and distributor of TRANSFAC®, HumanPSD™ and TRANSPATH® data banks (former BIOBASE GmbH, BIOBASE’s databases (DB)) and geneXplain® platform and Genome Enhancer software products based on BioUML.

Academic End User (AEU) is herein defined as:

You

representing the user(s) performing non-commercial research and development.

DB comprises TRANSFAC®, HumanPSD™ and TRANSPATH® data banks.
Software comprises the geneXplain® platform and Genome Enhancer.

By signing this contract, you certify that you are an AEU according to the aforementioned definition and that you accept this EULA in full. If you do not accept this EULA you are not entitled to use Software or DB in any way. 

  1. Contractual Subject Matters
    1. GeneXplain hereby grants to AEU the non-transferable, non-exclusive right to use Software and DB for research purposes for the contract term stated in the online purchase statement accompanying this EULA. 
    2. Software and DB are updated by the means of online releases that are provided at least twice within one, 1, calendar year.
    3. AEU shall not be authorized to transfer contractual subject matter rights to third parties or to grant them corresponding utilization rights.
    4. Particular products that are licensed under this EULA, size of the license and number of users, as well as the workspace (the maximum amount of gigabytes provided within the license) are specified in the accompanying online purchase statement.
  2. Delivery and Contract Term
    1. AEU shall receive DB and Software and related releases by means of online access protected by username and password. AEU will be provided with a user License Key by e-mail. DB and Software are regarded delivered when an e-mail containing the license key has been released by geneXplain and the successful transmission is confirmed by e-mail.
    2. The initial contract term is the license duration period stated in the online purchase statement accompanying this EULA.
    3. The contract is extended automatically by the same period as specified in the corresponding invoice. The contract can be terminated by AEU at any time to the end of the paid license term via the online license cancellation procedure on the website.
    4. Either party has the right to terminate the contract with cause with notice. GeneXplain can terminate the contract with cause particularly in the event that AEU infringes on one or more of the obligations stipulated in § 3.
    5. In case of contract termination, whether regular or with cause, AEU shall be obligated to delete DB and all its elements on all computer compatible record carriers, data-storing, and data-processing equipment.
    6. In case of contract termination, whether regular or with cause, geneXplain is entitled to delete accounts of AEU in the DB and Software, which would entail permanent deletion of all data generated by the AEU in its associated accounts inside the DB and Software. It is the sole responsibility of the AEU to perform any necessary backups of the generated data to its local computer or storage devices prior to the license termination. 
  3. Protection of DB and Software
    1. Without prejudice to the utilization rights granted to AEU, geneXplain shall hold all rights in DB including all copies and partial copies produced by AEU, and geneXplain shall hold all rights in Software.
    2. AEU shall be obliged to retain all protective notes, copyright notes and other reservations of rights unchanged as well as to adopt those notes unchanged in complete or partial copies produced by AEU.
    3. AEU shall be obliged not to give third parties access to DB and Software, neither to its online account nor to the original, complete or partial copies without the explicit consent of geneXplain. Furthermore, AEU shall take precautionary measures in order to prevent third parties from taking possession of DB or its parts as well as to prevent third parties from using DB completely or partially. The term “third party” includes in particular any other AEU or company or other kind of organization cooperating with AEU. The term “third party” also includes but is not limited to public AI systems such as ChatGPT, Microsoft Bing Chat, and Google Bard/Gemini. The restrictions of this paragraph do not refer to third parties that have an own valid EULA. However, it is the responsibility and obligation of AEU to verify that such parties are duly licensed.
    4. Finally, AEU shall be prohibited from changing DB and Software or from giving third parties access to changed versions of DB, irrespective of whether the changes are complete or partial, or from granting third parties any rights to changed versions of DB.
  4. Publications
    1. AEU shall be authorized to publish excerpts from DB and Software for scientific purposes within the usual range. For this purpose only a permanent storage of the excerpts to be published shall be permitted. AEU shall be obliged to refer to geneXplain within the scientific publications with the following sentence as an example: “Databases and Software are licensed from geneXplain (www.genexplain.com)”.
    2. Concerning the results produced by the Software, AEU shall be obliged to refer to geneXplain within the scientific publications.
    3. On the basis of geneXplain’s databases, users can produce large scale databases for their internal research purposes only, and could not make those databases available to third parties.
    4. Otherwise, the results including their visualizations can be freely used for publications, but AEU shall be obliged to refer to geneXplain when doing so.
  5. Fees and invoicing
    1. GeneXplain will get paid a license fee for the initial term in the form of a lump-sum payment. The license fee includes all releases launched within the initial term.
    2. The license will be automatically prolonged at the end of each consequent licensing period upon the successful execution of the automated payment. The invoices for each of the consequent payments will be available to the AEU at the customer dashboard. License cancellation can also be performed there.
    3. GeneXplain is entitled to revise the amount of the license fee. In this case the license will be automatically cancelled by geneXplain to the end of the license period. AEU will be entitled to purchase a new license.
  6. Warranty
    1. DB and Software shall be updated to the best of geneXplain’s knowledge and belief. However, geneXplain shall not give a warranty as to the characteristics or to the content of DB and Software. Moreover, any warranty concerning the completeness, up-to-dateness, correctness and usability shall be excluded.
    2. GeneXplain shall also not give a warranty to the user structure of DB complying with the requirements of AEU.
    3. GeneXplain adheres to the European General Data Protection Regulation (GDPR). GeneXplain servers are located in the territory where the European GDPR applies. When uploading patient data to geneXplain servers, however, it is under the sole responsibility of USER to ensure that these data are appropriately anonymized.
    4. GeneXplain’s servers are hosted by Hetzner Online GmbH, Germany, and Hetzner Finland Oy, Finland. Hetzner holds an ISO 27001 certificate, an internationally recognized standard for information security.
  7. Restriction of liability
    1. The liability of the contractual parties shall be restricted to damage caused intentionally or by gross negligence.
    2. Unless any misconduct on the part of the managing director or some other chief executives caused intentionally or by gross negligence does occur, the warranty on the part of geneXplain shall be restricted as follows:
    3. Irrespective of the legal grounds, geneXplain shall be liable only for damages that occur as a result of a negligent violation of one of the essential contractual obligations and thus endangering the aim of the contractual purpose. This liability shall be limited to damages typical of the contract, the emergence whereof each contractual party shall be aware upon concluding the contract.
    4. GeneXplain shall not be liable for a lack of economic success, loss of profits, indirect damages, consequential harm caused by defects, and claims raised by third parties.
  8. Final Clauses
    1. This contract shall be subject to the laws of the Federal Republic of Germany. If permissible, the parties agree on the city of Braunschweig serving as the concurrent place of jurisdiction. The place of performance shall be the city of Braunschweig.
    2. In the event that a provision of this contract shall become completely or partially ineffective or impracticable, the effectiveness of the other provisions shall remain unaffected. The contractual parties shall be obligated to replace the ineffective or impracticable provision by such a provision that shall aim for the economic results formerly agreed upon within the ineffective or impracticable provision. The same shall be applicable to the bridging of any contractual gaps which may occur.