Last updated: 01/06/2019
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MBOOK END USER LICENSE AGREEMENT – MESTRELAB RESEARCH SL
GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF USER LICENSES OF PROPRIETARY SOFTWARE GRANTED BY MESTRELAB RESEARCH, S.L.
This document establishes the general conditions of the contractual relationship appertaining to the sale and purchase of licenses for the use of proprietary software offered by MESTRELAB RESEARCH, S.L, (MESTRELAB) with address at Rúa Feliciano Barrera, 9B-Bajo in Santiago de Compostela (A Coruña-Spain), with CIF B- 15964521, by private individuals and/or organisations (hereon referred to as THE LICENSEE) which express their will to purchase the licenses made available by MESTRELAB. The licenses can be purchased by conventional means or through their request by electronic means, namely via internet, through the web site www.mestrelab.com MESTRELAB RESEARCH, S.L. is registered in the Registro Mercantil de A Coruña, on 13th January 2005, in volume 2914 of the general section of the archive, sheet 23, page nº C-34.427, 1st inscription.
1.- INFORMATION PREVIOUS TO THE CONTRACT, AVAILABILITY OF CONTRACT TERMS AND CONDITIONS, LICENSEE’S ACCEPTANCE, DOCUMENTATION AND INFORMATION SUBSEQUENT TO THE CONTRACT
The present General Terms and Conditions for the sale and purchase of User Licenses are permanently stated in the web page of MESTRELAB https://www.mestrelab.com and allow any LICENSEE to file them, print them and, therefore, be previously informed of the price, characteristics, rights and, in general, of all the general terms and conditions affecting the use of the license. These General Terms and Conditions are also stated, in conjunction with a summary of the specific request – specific product purchased, cost with indication of any applicable taxes, postage and packaging charges – for their explicit acceptance by THE LICENSEE – by means of a click of “I have read and accept the terms and conditions” – every time that a specific product request is performed through the web site. In the case of electronic purchases, the sending of the form will imply the concession of a USER NAME and a PASSWORD to access THE LICENSEE’S exclusive, private and secure area within which the purchase request and, therefore, the above-mentioned acceptance of these General Terms and Conditions will take place. These General Terms and Conditions in conjunction with the specific purchase request placed by THE LICENSEE through electronic means – specific conditions – will imply the completion of the Purchase Contract between MESTRELAB and THE LICENSEE, the latter declaring to have sufficient capacity and authority to bind any academic institution or company and to complete the contract and to have read, understood and accepted these General Terms and Conditions. MESTRELAB, once the contract has been completed and the payment for the license made or the official purchase order received, and always within a period of no more than forty-eight hours, will send to the email address specified by THE LICENSEE in the Registration Form as its primary contact details, confirmation of the product purchased, cost, itemised applicable taxes and postage and packaging costs if applicable. In addition, THE LICENSEE will continue to have access to these General Terms and Conditions. Any subsequent modification of these General Terms and Conditions will be notified to THE LICENSEE by email with a minimum of a one-month notice period and will be displayed clearly in a place of easy access in the web page https://www.mestrelab.com. All the above-mentioned documentation can be printed and filed by THE LICENSEE, who will also be entitled to request it at any time via email to email@example.com or by telephone on +34 881 976 775
2.- OBJECT OF THE CONTRACT
2.1. By this contract MESTRELAB agrees to grant THE LICENSEE the user licenses for the MBOOK software (an Electronic Laboratory Notebook Web Application) for a fixed price based on the terms and conditions established in this document and according to the license purchase request made by THE LICENSEE.
2.2. Property of all software, including intellectual and industrial property, remains with MESTRELAB. By this contract THE LICENSEE is granted a nonexclusive, non-transferable license for the use of the MBOOK software and for the period agreed, with any other right over the software being forbidden and therefore outside the object of the contract.
3.- RIGHTS AND OBLIGATIONS OF MESTRELAB
3.1. Access to the software. MESTRELAB agrees to grant on line access to the MBOOK Software for its use by THE LICENSEE – according to the user license requested by THE LICENSEE- in perfect condition. MESTRELAB will not be held responsible for any error caused in the access when the details introduced by THE LICENSEE in the order form are not accurate or have been omitted.
3.2. Performance of services. MESTRELAB agrees to perform to the best of its ability the services agreed with THE LICENSEE in accordance with the user license and always under the principle of contractual good faith. Thus, MESTRELAB will perform free technical support of the tools and features of the software whenever these are requested by THE LICENSEE, during the period of the license.
3.3. MESTRELAB’s Responsibilities:
3.3.1. MESTRELAB will not be responsible for any errors, any delays in the access by THE LICENSEE when introducing its details in the registration form in the web page www.mestrelab.com, any delays in the receipt or inability to receive confirmation of the order by its intended recipient or any other anomalies which may arise when these incidents are caused by problems in the Internet network or by fortuitous or force majeure causes, or any other unpredictable contingencies outside its control and its good faith. In any case, MESTRELAB agrees to solve any problems which may arise and to offer the necessary support to THE LICENSEE to reach a prompt and satisfactory solution.
3.3.2. MESTRELAB will not be responsible for errors or damages caused by the use of the software inefficiently or in bad faith by THE LICENSEE or its employees, by the interaction of the software with any other software used by THE LICENSEE or its employees or by insufficient knowledge by THE LICENSEE or its employees of the subject to which the software refers. Supporting client hardware, server and network infrastructure is out of the scope of MESTRELAB’S obligations. Unless it exists a support contract, MESTRELAB’s responsibilities in relation to maintaining the system working are limited to the licensed product, not including other software, hardware or network infrastructure of THE LICENSEE or other third parties
3.3.3. MESTRELAB will not be responsible for operational failures in any email addresses given by THE LICENSEE for confirmation of receipt of the order or payment.
3.3.4. MESTRELAB guarantees and agrees to be responsible during the period of the license for the proper functioning of the software according to the specific user license requested, of all its tools and features. Mestrelab will ensure that any software that a Licensee is required to download or access in order to use our service is free of computer viruses and does not include malicious code. MESTRELAB will in NO case be responsible for the use given to the software, for analysis, conclusions, works and other results offered by the software, as these are always dependant on the knowledge, expertise and interpretations of THE LICENSEE and its employees, who declare to have the knowledge necessary to use the software.
3.3.5. MESTRELAB will defend THE LICENSEE from any claim, demand, cause of action, debt or liability (including attorneys’ fees and expenses) (“Claim”) that the software infringes, misappropriates or otherwise violates any Intellectual Property (patent, copyright or trademark) rights of a third party (an “Indemnified Claim. MESTRELAB’s duty to indemnify under this Section is contingent upon MESTRELAB receiving prompt notice of an Indemnified Claim and MESTRELAB’s right to solely control resolution of the Indemnified Claim. MESTRELAB will, at its expense and in its discretion, either (a) resolve the Indemnified Claim in a way that permits continued ownership and access to the affected software; (b) provide a comparable non-infringing access to other software at no cost to THE LICENSEE; or (c) accept return of the software freight collect and provide a reasonable depreciated refund for the access to the software.
3.3.6. THE LICENSEE expressly renounces any rights to claim any contractual or extra contractual responsibility for any damages derived of any of the causes outlined in this clause 3.3. In any case,
MESTRELAB’s liability if it were not to fulfil its commitments according to these General Terms and Conditions will be limited to the return of the payment made by THE LICENSEE for the specific user license to which the contract applies. In no case will MESTRELAB be liable for damages or loss of business derived from the use of the software.
3.3.7. As part of your Mbook installation and for your convenience and merely for informational purposes, we provide Safety Data Sheets (SDSs) for compounds included in the Mbook compound database. Mestrelab does not accept responsibility for the accuracy of said SDSs. The LICENSEE must replace the default Mbook SDSs with those provided by its suppliers for accurate, up to date, information.
3.3.8. THE LICENSEE expressly renounces any rights to claim any contractual or extra contractual responsibility for damages derived from any of the causes outlined or referred to in this clause.
4.- THE LICENSEE’S RIGHTS AND OBLIGATIONS.-
4.1. Payment. THE LICENSEE agrees to pay in advance or otherwise according to the payment terms agreed by MESTRELAB the full cost of the license requested in accordance with the prices and terms outlined in ANNEXE 1 of these General Terms and Conditions and of any taxes applicable according to the fiscal location of THE LICENSEE.
4.2. Cancellation. The license contracted admits the right to cancel while the payment has been made and the license or software has not been delivered, during a maximum period of 7 days from payment, as contemplated in the current legislation regulating consumers and users protection and remote sales. In any other case, there will be no right to cancel, due to the fact that the license to use the software is a product susceptible to be reproduced or copied immediately and these characteristics constitute in legislation an exception to general cancellation regulation.
4.3. Right to evaluate the software. THE LICENSEE has the right to obtain an evaluation version of the software for a period of 45 days. On completion of this period and in order to continue to use the software THE LICENSEE must opt for the purchase of one of the license options outlined in ANNEXE I of these General Terms and Conditions.
4.4. THE LICENSEE’s responsibilities. In any case, it will be THE LICENSEE’s responsibility:
4.4.1. THE LICENSEE assumes all risks of harm, deterioration, damages and loss of the products from the moment in which these are made available to THE LICENSEE.
4.4.2. THE LICENSEE is solely responsible for the specific use given to the software to which the license applies.
4.4.3. THE LICENSEE agrees to use the software in good faith and to comply with the restrictions of the license granted. THE LICENSEE will not undertake any illegal activities in the use of the license, and specifically will not copy the software, distribute it, modify it, reverse engineer it or transform it in any way including the prohibition to produce versions of the software licensed. THE LICENSEE agrees to not undertake any non-authorized use of the software.
5.- PERSONAL DATA PROTECTION:
5.1. Your rights: In accordance with Article 12 and 13 of the European Regulation on General Data Protection (GDPR), we inform you that as the data controller, Mestrelab Research is legally responsible for ensuring that the personal data held in its database is processed in accordance with the above directive. You have the right to Oppose, Access, Rectify, Cancel, Limit, Suppress and Move the data. To exercise your rights, you can write or email to the following address, attaching a proof of identity:
- MESTRELAB RESEARCH SL
- NIF: B15964521
- Address: C/ FELICIANO BARRERA FERNANDEZ Nº 9 B BAJO CP15706 -SANTIAGO DE COMPOSTELA
- E-Mail: firstname.lastname@example.org
5.2. Data treatment and safekeeping. We will use the data provided by you via this website, email or other contact method to follow up on your information or contact request, as well as to inform you on our products and services. If you have registered to make a purchase, the data will be used to invoice you and for our own records. We could not do either without your data and this is why we ask your consent to treat the data when you give it to us. We will keep your data for the time period we are required to do so by our legal obligations. We will only give your data to a third party if legally obliged or to provide the service you have required us (for example, we use a third party to send our newsletter and another one to make our invoices). We do not use your data to create profiles or use third party information about you. Mestrelab Research SL treats your data in confidentiality and uses adequate security measures to safekeep its database. We are not responsible for the inaccuracy of the data you have provided us, unless you have asked us to rectify them.
5.3. Services Offerings. MESTRELAB collects non-personally identifiable metrics regarding your use of the Service Offerings, including number of rows processed, duration of the processed or conversion Mnova task or failures detected in system. These metrics may be used by MESTRELAB to provide, maintain, and improve the quality and feature set of the Service Offerings.
5.6. Transfer of data. Data are not transferred to third parties, except to third parties who act for or on behalf of MESTRELAB RESEARCH, S.L., for further processing in accordance with the purposes for which the data were originally collected, such as marketing, data management or technical support. MESTRELAB informs THE LICENSEE that, by agreeing to these General Terms and Conditions, THE LICENSEE gives consent to the necessary communication of its data for the processing of orders of the requested products, communication relating to the purpose of the introduction of the data and therefore relating to the free and legitimate acceptance of the contractual relationship existing between THE LICENSEE and MESTRELAB, which requires the connection of the data for its control, development and fulfilment, including the necessary transmission of the data, for which THE LICENSEE gives consent. In any case, the customer will be entitled to revoke this consent at any time by request to email@example.com. This revocation may in some cases result in the impossibility to complete the purchase in which case THE LICENSEE will be appropriately informed.
6.- AUTHOR RIGHTS AND BRAND
MESTRELAB has all the rights, moral and commercial, over the software outlined in the ANNEXE I of these General Terms and Conditions. MESTRELAB has exclusive right to the commercial exploitation of its work in any way and, particularly, all rights to the reproduction, distribution, public communication and transformation of the aforementioned software, which will not be able to be exercised without explicit written authorisation by MESTRELAB. MESTRELAB RESEARCH, MestRe and “M” are registered brands and all rights are reserved. The use of the brands by any third party is expressly forbidden, including the MESTRELAB RESEARCH, MestRe and “M” names, and the MESTRELAB RESEARCH, MestRe and “M” logos.
7.- Mbook API
Mbook API is an application program interface defined as set of services, protocols, and tools for building software third party client applications according with the licensing model.
7.1 Mbook API. Using our API:
7.1.1. Your End Users. THE LICENSEE will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
7.1.2. Permitted Access. THE LICENSEE will only access (or attempt to access) an API by the means described in the documentation of that API. If Mestrelab assigns you developer credentials (e.g. client IDs), you must
use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.
7.1.3. Non-Exclusivity. The Terms are non-exclusive. You acknowledge that Mestrelab may develop products or services that may
compete with the API Clients or any other products or services.
7.2. API Limitations. Mestrelab sets and enforces limits on your use of the API (e.g. limiting the number of API requests that you may make or the number of users you may serve. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Mestrelab express consent so using the Mbook API without an API license or performing more request per unit of time defined in your purchasing conditions will also lead to a revocation of your license.
7.3. API Prohibitions. When using the Mbook API, you may not (or allow those acting on your behalf to):
- Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
- Perform an action with the intent of introducing to Mestrelab products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
- Defame, abuse, harass, stalk, or threaten others.
- Interfere with or disrupt the API or the servers or networks providing the API.
- Reverse engineer or attempt to extract the source code from any API or any related software.
- Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage.
- Remove, obscure, or alter any Mestrelab terms of service or any links to or notices of those terms.
8.- TERMINATION OF THE CONTRACT
MESTRELAB and THE LICENSEE will have the right to consider this contract terminated by any of the causes established in legislation and, in particular, by a breach of these General Terms and Conditions. Using the Mbook API without an API license or performing more request per unit of time defined in your purchasing conditions will also lead to a revocation of your license. In case of noncompliance by THE LICENSEE, MESTRELAB will have the right to exercise its right to terminate the contract with immediate effect and without notice in those cases in which such breach constitutes a violation of the intellectual property rights held by MESTRELAB over the software. In any other case of breach by THE LICENSEE, a notice period of 30 days will apply and THE LICENSEE will have no right to any kind of compensation. During this notice period THE LICENSEE will have the opportunity to remedy the breach to the satisfaction of MESTRELAB. Such termination does not preclude the right by MESTRELAB to legal action. In the case of breach by MESTRELAB, in accordance with these General Terms and Conditions, THE LICENSEE will have the right to terminate the contract with a notice period of 30 days.
9.- DURATION OF CONTRACT AND GEOGRAPHICAL SCOPE
The duration of the license is annual and without geographical limits unless otherwise specified in site, campus or corporate national licenses.
10.- JURISDICTION AND APPLICABLE LAW
These General Terms and Conditions are set in the framework of the Spanish law and the parties agree to refer any controversies arising from these General Terms and Conditions to the courts at Santiago de Compostela. THE LICENSEE expressly renounces any other jurisdiction which could be applicable to THE LICENSEE.
If any clause of these General Terms and Conditions was declared void, the remaining clauses will remain in force and will be interpreted according to the intention of the parties and to the
purpose of these General Terms and Conditions. MESTRELAB will have the right to waiver any of the rights and faculties derived from this document. Such waiver will in no case imply any subsequent waiver unless otherwise admitted by MESTRELAB in writing. These General Terms and Conditions are displayed in English.
12.- THIRD PARTY PACKAGES AND SERVICES
Where the MESTRELAB software uses third party packages or services necessary to perform certain actions, and where these third party packages require their End User License Agreement to be agreed to explicitly, these End User License Agreements are available in the License’s folder in the installation programme. If you require MESTRELAB to provide you with a copy of such licenses prior to the acceptance of this license, please send an email to firstname.lastname@example.org.
Product licensed, license duration, specific conditions and price are as per quote by Mestrelab accepted by customer in writing or as per license package purchased by customer on the Mestrelab website.