Terms of Use – MarkerLab

Last Modified: 15 October 2018

These terms of use (“Terms of Use”) between You and Verso Biosciences, Inc. (“VersoBio”, “we” or “us”), govern your access to and use of our cloud-based bioinformatics, data analysis, data display, data organization, data visualization and collaboration platforms accessible at www.markerlab.io (collectively, the “MarkerLabPlatforms”).

Please read these Terms of Use carefully before you start to use the MarkerLab Platforms. By using the MarkerLab Platforms or by clicking a button to accept or agree to these Terms of Use, you accept and agree to be bound and abide by these Terms of Use and the terms, conditions, policies and notices contained in these Terms of USe and further acknowledge that you have read and understood these Terms of use and that these Terms of use have the same force and effect as a signed written agreement.

If you do not want to agree to these Terms of Use, including our Privacy Policy, incorporated herein by reference (the “Privacy Policy”), you must not access or use the MarkerLab Platforms. Also, the MarkerLab Platforms are only offered and available to users who are 18 years of age or older. Do not use the MarkerLab Platforms if you are not 18 years old or older.

We may revise and update these Terms of Use from time to time. All changes are effective immediately when we post them to the MarkerLab Platforms, and apply to all access to and use of the MarkerLab Platforms thereafter. We will use commercially reasonable efforts to notify you of such changes through the MarkerLab Platforms. Your continued use of the MarkerLab Platforms following the posting of revised Terms of Use means that you accept and agree to the changes. We encourage you to check these Terms of Use often for updates.

1.MarkerLab Data Interaction Platform

The MarkerLab Platforms include the MarkerLab Data Interaction Platform. “MarkerLab Data Interaction Platform” is a cloud-based platform where (a) you, if the person or entity that owns certain Research Data (as defined in Section 4) (“Organizer”), can access and load Research Data for bioinformatics, data analysis, data display, data organization, data visualization and collaboration purposes, and (b) you, if a person or entity invited by an Organizer (“Collaborator”), can access, review, analyze, use, comment on and collaborate with regard to the Research Data. Organizers may enable Collaborators to invite additional Collaborators, provided any access to the MarkerLab Platforms and the Research Data will be subject to each Collaborator’s consent to these Terms of Use.

2. MarkerLab MarketPlace

The MarkerLab Platforms also include the MarkerLab MarketPlace. The “MarkerLab MarketPlace” is a cloud-based platform that includes a directory of, or alternate means to access, third party suppliers of certain research and analysis products and services (“Suppliers”), which Suppliers can use to advertise their products and services and you can use to find new Suppliers. You may request quotes from Suppliers for these products and services. You are solely responsible and liable for any information, including any Research Data disclosed to a Supplier in requesting a quote from a Supplier or otherwise communicating with a Supplier. You acknowledge and agree that the Suppliers are solely responsible for the accuracy and content of any products and services, and related documents and information, made available to you in connection with the MarkerLab MarketPlace and VersoBio will have no liability to you arising out of or relating to any such products, services, documents and information.

3. Accessing and Using the MarkerLab Platforms

We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the MarkerLab Platforms solely for the purpose of accessing and using the MarkerLab Data Interaction Platform and the MarkerLab MarketPlace in accordance with these Terms of Use.

You will be asked to provide certain account registration details or other information (e.g., your email address) in order to access (“User Information”). User Information must be correct, current and complete and will be governed by the Privacy Policy, and you consent to our use of your User Information in connection with your access to and use of the MarkerLab Platforms and otherwise in a manner consistent with the Privacy Policy.

You are solely responsible for the confidentiality of your user name, password or other identifier(s) associated with your account. We have the right to disable a user name, password or other identifier for any reason, including if, in our opinion, you have violated these Terms of Use. You may not use the account, user name, or password of any other user at any time.

4. Research Data

For purposes of these Terms of Use, the following terms will have the meanings given below:

“Primary Data” means the raw, experimental data, such as metabolite concentrations, protein abundances, RNA concentrations or biomarker data, uploaded to the MarkerLab Platforms by or on behalf of the Organizer.
“Study Data” means the data or information provided by the Organizer or a Collaborator related to the samples and intended to aid in the interpretation of the experimental study design, including, without limitation, meta data, group names and study notes.
“Experimental Results” means the results derived by the Organizer and Collaborators from the Primary Data and the Study Data.
“Research Data” means, collectively, the Primary Data, Study Data and Experimental Results.

You acknowledge and agree that as between you and us, the Organizer will own all Research Data. We provide the MarkerLab Platforms solely as a forum for the transmission, dissemination and analysis of Research Data and you agree that you bear all risk related to the use, transmission, dissemination and analysis of the Research Data. We will have no responsibility or liability with respect to the results of any action you or any third party may take based on the Research Data. You acknowledge that we do not pre-screen or approve any Research Data and have no obligation to monitor any Research Data. We reserve the right at all times to disclose any Research Data that we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request.

We will solely use and disclose your Research Data to perform our obligations and exercise our rights under these Terms of Use. For the avoidance of doubt, we will not use or disclose your Research Data for any commercial purpose.

5. Reference Data

The MarkerLab Platforms, may provide you access to and/or use of certain reference data, annotations, pathway maps, equations, reference ranges, edits and related functionality (“Reference Data”). You acknowledge and agree that we may collect de-labeled or otherwise anonymized study parameters and biomarkers from Research Data as part of aggregated datasets that we may (i) integrate into the Reference Data we make available to you and other MarkerLab Platform users, and (ii) use to improve the MarkerLab Platforms and for the development of other products and services and other purposes permitted by applicable law.

You acknowledge and agree that VersoBio, its licensors or other providers of Reference Data own all right, title and interest in and to the Reference Data, including any modifications thereto (whether made by VersoBio, you, or any other user of the MarkerLab Platforms), which is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, and you hereby assign all of your right, title and interest in and to the Reference Data to VersoBio.

VersoBio hereby grants you a non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable, limited license for you to access and use the Reference Data to analyze your, or your Organizer’s, Research Data in the MarkerLab Platforms only. Except as expressly set forth in the prior sentence, you may not access, use, commercially exploit or make the Reference Data available to any third party. Except as expressly permitted by the foregoing sentence, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Reference Data. No right, title or interest in or to the Reference Data is transferred to you, and all rights not expressly granted are reserved by VersoBio and/or its licensors.

6. Intellectual Property Rights

The MarkerLab Platforms and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by VersoBio, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not commercially exploit or make the MarkerLab Platforms available to any third party, except that you may (a) if the Organizer: (i) provide Collaborators with access to and use of your Research Data in accordance with these Terms of use, and (ii) reproduce graphic representations of Research Data produced by the MarkerLab Platforms for non-commercial use, provided such graphic representation(s) of the Research Data must include the attribution “Created using MarkerLab®”; and (b) use Reference Data solely as set forth above in these Terms of Use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the MarkerLab Platforms, except as authorized by these Terms of Use. No right, title or interest in or to the MarkerLab Platforms or any content on the MarkerLab Platforms is transferred to you, and all rights not expressly granted are reserved by VersoBio or its licensors.

7. Trademarks

The Verso Biosciences and MarkerLab names and all related names, logos, product and service names, designs and slogans are trademarks of Verso Biosciences or its affiliates or licensors. You must not use such marks without the prior written permission of Verso Biosciences. All other names, logos, product and service names, designs and slogans on the MarkerLab Platforms are the trademarks of their respective owners.

8. Administrative, Physical and Technical Safeguards

We will use commercially reasonable efforts to maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Research Data that are consistent with industry standards for similar services and the Privacy Policy, if applicable, but if you are the Organizer, (i) you are solely responsible for your Collaborators’ access to, review of, use of and comments regarding your Research Data, (ii) you hereby irrevocably grant all non-exclusive licenses, permissions and rights in or relating to Research Data to us and our subcontractors as are necessary or useful to provide you with access to and use of the MarkerLab Platforms and related services under these Terms of Use, (iii) you represent, warrant and covenant that you own or otherwise have and will have the necessary rights and consents in and relating to the Research Data so that, as received by us and used in accordance with these Terms of Use, your Research Data does not and will not infringe, misappropriate or otherwise violate any intellectual property rights or any privacy or other rights of any third party or violate any applicable law; and (iv) you irrevocably waive and release us from any and all claims and liability arising out of or relating to your and any Collaborator’s access to or use of Research Data.

8. Prohibited Uses

You may use the MarkerLab Platforms only for lawful purposes and in accordance with these Terms of Use. You agree not to:

Use the MarkerLab Platforms in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Attempt to gain access to Research Data that you were not invited or otherwise authorized to access by the Organizer.
Use the MarkerLab Platforms for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
Use the MarkerLab Platforms to send, knowingly receive, upload, download, use or re-use any material that (i) is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (ii) promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (iii) infringes, misappropriates or violates any intellectual property rights or other rights of any other person; (iv) promotes any illegal activity, or advocates, promotes or assists any unlawful act; (v) gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; or (vi) does not comply with these Terms of Use.
Use the MarkerLab Platforms to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
Impersonate or attempt to impersonate VersoBio, a VersoBio employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
Use the MarkerLab Platforms in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the MarkerLab Platforms, including their ability to engage in real time activities through the MarkerLab Platforms.
Input or upload protected health information to the MarkerLab Platforms or otherwise use the MarkerLab Platforms to store, share, transmit, transfer, or process protected health information in any manner.
Use any robot, spider or other automatic device, process or means to access the MarkerLab Platforms for any purpose, including monitoring or copying any of the material on the MarkerLab Platforms.
Use any device, software or routine that interferes with the proper working of the MarkerLab Platforms.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the MarkerLab Platforms, the server on which the MarkerLab Platforms is stored, or any server, computer or database connected to the MarkerLab Platforms.
Attack the MarkerLab Platforms via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the MarkerLab Platforms or engage in any act or omission, or encourage or assist any third party to engage in any act or omission that violates these Terms of Use.

10. Usage Data

We may collect content, data or information aggregated from your use of the MarkerLab Platforms, such as performance metrics and usage trends, that does not identify or otherwise permit the identification of you or another person (“Usage Data”). We may use and disclose, and you hereby consent to our use and disclosure of, Usage Data for promotion, statistical analysis, market analysis, financial analysis, benchmarking, MarkerLab Platforms improvement, development of other products and services and other purposes that are not inconsistent with the Privacy Policy.

11. Supplemental Services

We may provide you with services not set forth in these Terms of Use (collectively, “Supplemental Services”). Any such Supplemental Services provided by us are expressly excluded from the scope of these Terms of Use and, instead, will be governed by separate written terms and conditions to be provided by us.

12. Monitoring and Enforcement; Termination

We have the right to: (i) remove or refuse to post any Research Data for any or no reason in our sole discretion; (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the MarkerLab Platforms and/or clinical or other research data; and (iii) terminate or suspend your access to all or part of the MarkerLab Platforms for any reason. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials or information on or through the MarkerLab Platforms. However, we do not undertake to review all material or information before it is posted on the MarkerLab Platforms, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

13. Reliance on Information Posted to The MarkerLab Platforms

The information, content and data presented on or through the MarkerLab Platforms is made available solely by or for Organizers and Collaborators to organize, display, visualize, analyze and collaborate on their Research Data. Any reliance you place on such information, content and data is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information, content and data by you or any other visitor to the MarkerLab Platforms, or by anyone who may be informed of any of its contents.

The MarkerLab Platforms provide an opportunity for Organizers and Collaborators to comment on and provide opinions and analysis regarding Research Data. All statements, comments and/or opinions expressed through the MarkerLab Platforms, other than the content provided by VersoBio, are solely the opinions and the responsibility of the person or entity providing those statements, comments and opinions. These statements, comments and/or opinions do not necessarily reflect the opinion of VersoBio. We are not responsible, or liable to you or any third party, for the content or accuracy of any statements, comments and/or opinions provided by Organizers, Collaborators or any third parties.

14. Changes to the MarkerLab Platforms

We have and will retain sole control over the operation, provision, maintenance and management of the MarkerLab Platforms. We reserve the right, in our sole discretion, to make any changes to the MarkerLab Platforms that we deem necessary or useful to: (a) maintain or enhance (i) the quality or delivery of the MarkerLab Platforms to our customers, (ii) the competitive strength of or market for the MarkerLab Platforms or (iii) The MarkerLab Platforms’ cost efficiency or performance; or (b) to comply with applicable law. We will use commercially reasonable efforts to provide you with notice of these modifications and changes, as well as access to your Research Data notwithstanding these modifications and changes. We may from time to time in our discretion engage third parties to perform services relating to the MarkerLab Platforms (“Subcontractors”), including, without limitation, using Subcontractors to provide hosting, data storage, technical support or other services.

15. Links to Third Party Websites

If the MarkerLab Platforms contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the MarkerLab Platforms, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

16. Geographic Restrictions

The owner of the MarkerLab Platforms is based in the state of California in the United States. We make no claims that the MarkerLab Platforms or any of its contents are accessible or appropriate outside of the United States. Access to the MarkerLab Platforms may not be legal by certain persons or in certain countries. If you access the MarkerLab Platforms from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. No software may be downloaded or otherwise exported into any countries that are subject to U.S. export/import control restrictions or other national security restrictions.

17. Disclaimer of Warranties

THE MARKERLAB PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VERSOBIO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES REGARDING THE COMPLETENESS, QUALITY, ACCURACY, AVAILABILITY, ACCESSIBILITY, UPTIME OR NATURE OF THE CONTENT OF THE MARKERLAB PLATFORMS (INCLUDING, WITHOUT LIMITATION, RESEARCH DATA, REFERENCE DATA OR INFORMATION PROVIDED BY SUPPLIERS), SECURITY OF USER INFORMATION OR STUDY DATA, MERCHANTABILITY, OWNERSHIP, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. VERSOBIO WILL NOT BE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS REGARDING CONTENT DELIVERED THROUGH THE MARKERLAB PLATFORMS (INCLUDING, WITHOUT LIMITATION, RESEARCH DATA, REFERENCE DATA OR INFORMATION PROVIDED BY SUPPLIERS) OR ANY DELAYS IN OR INTERRUPTIONS OF SUCH DELIVERY. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE MARKERLAB PLATFORMS WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MARKERLAB PLATFORMS OR ANY ITEMS, PRODUCTS OR SERVICES OBTAINED THROUGH THE MARKERLAB PLATFORMS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT (INCLUDING, WITHOUT LIMITATION, RESEARCH DATA OR REFERENCE DATA).

WITHOUT LIMITING THE FOREGOING, WE CANNOT AND DO NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY OR APPROPRIATENESS OF ANY SUPPLIER PRODUCTS, SERVICES OR INFORMATION ACCESSIBLE IN CONNECTION WITH THE MARKERLAB MARKETPLACE. YOU ACKNOWLEDGE AND AGREE THAT WE SIMPLY ACT AS A PASSIVE CONDUIT AND AN INTERACTIVE COMPUTER SERVICE PROVIDER FOR THE PRODUCTS, SERVICES AND INFORMATION ACCESSIBLE IN CONNECTION WITH THE MARKERLAB MARKETPLACE, SUPPLIERS PROVIDING THE PRODUCTS, SERVICES OR INFORMATION IN CONNECTION WITH THE MARKERLAB MARKETPLACE ARE SOLELY RESPONSIBLE FOR SUCH PRODUCTS, SERVICES AND INFORMATION, WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, ANY PRODUCTS, SERVICES OR INFORMATION ACCESSIBLE THROUGH THE MARKERLAB MARKETPLACE, THAT BY USING THE MARKERLAB MARKETPLACE YOU MAY BE EXPOSED TO INFORMATION THAT IS INACCURATE OR MISLEADING, AND YOU MUST EVALUATE, INVESTIGATE, USE YOUR OWN JUDGMENT AND BEAR ALL RISKS ASSOCIATED WITH SUCH PRODUCTS, SERVICES AND INFORMATION, INCLUDING, WITHOUT LIMITATION, PURCHASING ANY PRODUCTS OR SERVICES FROM SUPPLIERS IDENTIFIED IN CONNECTION WITH THE MARKERLAB MARKETPLACE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE VERSOBIO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR AGGREGATE DAMAGES OF ANY KIND IN EXCESS OF $100, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE, OR INABILITY TO ACCESS OR USE, THE MARKERLAB PLATFORMS, RESEARCH DATA, REFERENCE DATA OR ITEMS OBTAINED THROUGH THE MARKERLAB PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 17 AND THIS SECTION 18 ARE FUNDAMENTAL ELEMENTS OF THESE TERMS OF USE AND THE MARKERLAB PLATFORMS AND REFERENCE DATA WOULD NOT BE PROVIDED TO YOU ABSENT SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Indemnification

You will defend, indemnify and hold harmless VersoBio and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) in connection with your violation of these Terms of Use or your use of the MarkerLab Platforms, including, but not limited to, use of Research Data or Reference Data, any use of the MarkerLab Platforms’ content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the MarkerLab Platforms.

20. General Terms

All matters relating to the MarkerLab Platforms and these Terms of Use will be governed by and construed in accordance with the laws of the State of California, excluding California conflict of law rules. THE EXCLUSIVE VENUE FOR ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE MARKERLAB PLATFORMS IS SAN FRANCISCO COUNTY, CALIFORNIA. YOU AND VERSOBIO CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS.

These Terms of Use, including the Privacy Policy, constitute the entire agreement between you and VersoBio with respect to the MarkerLab Platforms and supersede all prior agreements with respect to the MarkerLab Platforms.

All of our rights and obligations under these Terms of Use are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

If any provision of these Terms of Use is found to be unlawful or unenforceable in any respect, You agree that the court may reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision). As so reformed or deleted, the court will fully enforce the resulting Terms of Use.

21. Your Comments and Concerns

All feedback, comments, requests for technical support and other communications relating to the MarkerLab Platforms should be directed to info@versobio.com.