Inospiner General Terms and Conditions

Inospiner Solution is a platform provided by Biowebspin SA, whose registered office is Espace des Remparts 10, 1950 Sion 2, Switzerland (hereinafter “Inospin”), and accessible through Inospin Website at the URL www.inospin.com that allows (i) scientists to securely open their libraries of structures and (ii) organizations to borrow them for in silico screening.

Client and Inospin are hereinafter individually referred to as a “Party” and collectively the “Parties”.

 

1.  DEFINITIONS

 

Agents means Authorized Agents and Primary Agents.
Agent Login Credentials means the login and password used by the Agent to connect to Agent account(s).

 
Agreement means the General Terms and Conditions, the Specific Terms and Conditions, and the Documentation in its latest version available on Inospin Website.
Authorized Agents means Client’s directors, representatives, employees authorized by a Primary Agent to use Inospin Platform.
Confidential Information means all information or documents disclosed by each of the Parties to the other Party, in writing or orally, including without limitation all written or printed documents, all design models, trade secrets, know-how, financial or commercial documents, models and calculation results or more generally any means of disclosure of Confidential Information which may be chosen by either of the Parties with regard to the other Party.
Client means the company contracting with Inospin to use Inospin Solution, as identified in the Specific Terms and Conditions. Client designates both Screeners and Providers.
Documentation means the technical documentation related to Inospin Solution, made available to Client by Inospin.
Effective Date means the date of signature of the Specific Terms and Conditions by the last of the Parties.
Environment means Client’s IT environment (in particular the hardware, operating systems, databases, third-party software, subscription to an Internet access service and any development thereof) necessary to use Inospin Platform.
Virtual HIT means the finding through In Silico Screening of a Structure with a potential activity.
Inospin Platform means the platform developed and owned by Biowebspin SA accessible to Clients via Inospin Website.
Inospin Services means the technical Services provided by Biowebspin SA as part of Inospin Solution and listed under article 4.1.
Inospin Solution means Inospin Technology and Inospin Services.
Inospin Technology means Inospin Platform, Inospin Website, the API, the underlaying software, the infrastructure and the Documentation.
Inospin Website means Inospin website accessible at the URL www.inospin.com and through which Agents may access the Platform.
In Silico Screening means virtual experiments conducted on a computer or via computer simulation.
Intellectual Property Rights means, with respect to a Party, all right, title and interest in and to copyrights, patents, designs, trademarks, database rights, domain names, trade secrets, Confidential Information, know-how, and any other intellectual property rights whether registered or unregistered.
MTA means the material transfer agreement entered into by Screener and Provider for each Structures Export.
NFT means the non-fungible token associated to a Structures Export and including all the Structures exported by Screener for a given research.
Personal Data means all Personal Data of Client and Agents, within the meaning of Section 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the Protection of Personal Data (hereinafter the “GDPR”).
Primary Agents means Client’s directors, representatives, employees authorized by Client to have access to Inospin Solution and control access by Authorized Agents.
Provider means the professional entity that owns the Structure and provides the Structure Data on Inospiner Platform for In Silico Screening by Screeners.
Screener means the professional entity that uses Inospin Solution to access Structures for In Silico Screening.
Smart Contract means a program stored on a blockchain that runs when predetermined conditions are met.
Specific Terms & Conditions means the agreement executed by Inospin and a Provider or Inospin and a Screener, that identifies specific terms applicable that supplement and reference the General Terms and Conditions.
Structure means the digital profile of chemical and biological structures (including but not limited to small molecules, antibodies, antibodies drug conjugates, peptides, etc.) owned by Provider and described in the Structure Data.
Structure Data means the structure raw data that is provided by Provider according to the criteria defined herein.
Structures Export means the export of all Structures Data that matched the research criteria of Screener and for which Screener validated the export.
Third Party Software means computer program(s) of which Inospin does not have ownership, whether proprietary or open source, integrated into Inospin Technology.
Term means the Term specified in the Specific Terms and Conditions.
Wallet means the support that stores the private keys of Client.

 

2.  PURPOSE OF THE AGREEMENT AND ACCEPTANCE

 

Inospin Solution is a professional platform securely linking Providers and Screeners to enable searches of a wide variety of Structures, to enable Screeners to perform In Silico Screening outside of Inospin Solution.

 

By accessing and using Inospin Solution, Clients confirm that they have read, understand and accepted the General Terms and Conditions and that they agree to abide by these General Terms and Conditions each time they access and use Inospin Solution. If Clients do not agree with any of the Terms and Conditions, Clients may not use Inospin Solution.

 

3.  DESCRIPTION OF INOSPIN SOLUTION

 

3.1.        Access to Inospin Solution

 

Agent’s accounts. Client must accept these General Terms and Conditions and designate its Primary Agents, for whom Inospin creates an account accessible through their Agent Login Credentials. Primary Agents then have the ability to grant or withdraw access to Inospin Solution to Authorized Agents. Client is solely and entirely responsible for the access to Inospin Solution by its Agents. It is Client’s sole responsibility to designate its Primary Agents who give access to Inospin Solution to Authorized Agents.

 

Access. In order to access to Inospin Solution, the Agents shall connect and login to Inospin Website using their Agent Login Credentials. Agent Login Credentials are personal and confidential, Client shall take all necessary security measures to preserve their confidentiality (in particular by refraining from any communication to third parties). Client is solely responsible for the use of Agent Login Credentials. All access to Inospin Solution made using the Agent Login Credentials is deemed to have been made by Agents. After logging in, a link on Inospin Website allows Agents to access Inospin Platform.

 

Wallet. On the first connection by a Primary Agent, Inospin creates a Wallet that is common to each Client’s Agents. Inospin acts as a custodian for the Wallet to allow Client to keep securely its private key.

 

3.2.        License to use Inospin Solution

 

Client is granted a non-exclusive, non-transferable right to use Inospin Technology in a software as a service (SaaS) mode in order to benefit from Inospin Solution under the conditions set forth herein.

 

Clients acknowledge that Inospin may introduce fair use limits, particularly in the maximum number of Structures searches and Structures Exports. In case Client’s use of Inospin Solution exceeds such limit, the Parties shall discuss in good faith a modification of license fee, if technically possible for Inospin.

 

Inospin undertakes to perform the Agreement in accordance with its duty of care, and warrants that Inospin Solution provided hereunder is of a professional quality conforming to generally accepted industry standards and practices.

 

3.3.        Providers’ specific use of Inospin Solution

 

3.3.1.         Mandate – MTA acceptance

 

By accepting these General Terms and Conditions, Provider expressly accepts the MTA (link) and mandates Inospin to authorize In Silico Screening by Screeners subject to compliance with the terms of the Agreement. Inospin concludes on behalf of Provider the MTAs with each Screener validating a Structures Export operation including one or more Structures. As specified in the MTA, Provider only allows Screeners to use its Structures for In Silico Screening operations, any other use being expressly excluded.

 

On its first connection, Primary Agent is required to accept the General Terms and Conditions This acceptance will lead to the creation of a Smart Contract by which Provider accepts that its Structures are shared with Screeners if the Structures Export is subject to the MTA. Provider is made available through its Agent’s accounts a list of all MTAs entered into with all Screeners in the context of Structures Exports.

 

3.3.2.         Provision of Structures by Provider

 

Authorization to reproduce Structures. Provider authorizes Inospin to reproduce and distribute the Structures Data for the purpose of providing Inospin Solution under the terms and conditions set forth herein.

 

Structure Data upload. Provider acknowledges and agrees that it must upload the Data Structures according to the Documentation. Provider is solely responsible for ensuring that the upload of Structures Data complies with the Documentation. In order to upload Structures Data in Inospin Solution, Provider shall precise: the type of Structure (e.g. synthetic chemical products, synthetic biological products, natural products, etc.), and the chemical use (therapeutic or specialty use) when possible.

Provider can upload its Structures: (i) for small Structures, in SD file format (.sdf) or in Text files (.txt) ; and (ii) for large Structures, if available, in Protein Data Bank (.pdb) or in Text files (.txt). Provider acknowledges that the size of the uploaded files may impact the upload time, and it is under Provider’s responsibility to submit files in a size compatible with their internet connectivity speed.

 

Structure Data format. Provider acknowledges and agrees that Inospin may convert Structures files to SD file (.sdf), or Protein Data Bank (.pdb) to standardize the search and export of Structures on Inospin Platform. Inospin is not responsible for any variations in the interpretation of the Structures Data during the parsing and conversion of the files.

 

Structures availability. Provider acknowledges and agrees that the Structures uploaded on Inospin Platform shall not be commercially available. In addition, Provider shall only upload Structures if it has the capacity to provide samples (min. 5 mg.) or if it is able to synthetize a new batch. Provider agrees to archive Structures from Inospin Solution if any of these conditions are no longer fulfilled.

 

Structure archive. Provider may at any time decide to withdraw its Structure from Inospin Platform. Its Structure shall be archived and only Provider shall be able to access it.

 

Structure information. Provider can access all the information about its Structures in its Agents’ accounts.

 

3.4.        Screeners’ specific use of Inospin Solution

 

3.4.1.         MTA acceptance

 

By accepting these General Terms and Conditions, Screener expressly accepts the MTA, and agrees that any Structures Export shall be subject to entering into an MTA with the relevant Provider(s). As specified in the MTA, Screeners are allowed to use the Structures for In Silico Screening operations, and any other use being expressly excluded.

 

3.4.2.         Search method for In Silico Screening

 

Search criteria. Inospin Solution allows Screener to search for Structures by selecting different filters, including:

  • Text search (e.g., full or partial SMILE, etc.);
  • the type of Structures (e.g. synthetic chemical products, synthetic biological products, natural products, etc.),
  • the chemical use (therapeutic or specialty use)
  • Filters by range (e.g., molecular weight g/mol, number of N atoms).

Screener acknowledges and agrees that it must operate its searches following the Documentation.

 

Search results. The search results allow Screener to see the number of Structures that meet the search criteria and Providers involved. The Data Structures are only accessible once Screener has validated the Structures Export.

 

Structures Export and MTA signature. Screener selects from the list of search results Providers for which it wants to access the Structures for In Silico Screening. Screener can export the Structures by  downloading an SD file. By requesting the Structures Export, Screener agrees to enter into the MTA with each Provider selected, for the Structures of such selected Provider , in accordance with the General Terms and Conditions.

 

3.5.        Clients’ commun use of Inospin Solution

 

Structures Export traceability through an NFT. Any Structures Export leads to the conclusion of a MTA between Provider and Screener, this MTA being accessible via Inospin Solution. In order to ensure additional security and traceability on Inospin Platform: for each Structures Export, an NFT is created. The NFT includes a link to an InterPlanetary File System (IPFS) record that contains the encrypted information related to (i) the Screener that launched the search, (ii) Provider(s) selected by Screener owning Structures within such search, (iii) the list of all Structures contained in the Structures Export, and (iv) a timestamp.

 

Using their private key stored in their Wallet, Clients may access all the information included in the NFT associated to their Structures for Providers and their Structures Exports for Screeners. Clients acknowledge and agree that NFTs are the sole property of Inospin, have no intrinsic value and only have a utilitarian purpose. Clients acknowledge and agree that NFTs are only made for use within Inospin Solution and shall not be transferred to any third party outside of the Platform.

 

In Silico Screening. Once the Structures are downloaded, Screener can perform, outside of Inospin Platform, In Silico Screening according to the MTA terms and conditions. The provision of Structures by Provider for In Silico Screening does not commit Provider to further contractual transactions on the Structures with any Screener.

 

Virtual Hit and assignment. In case of a Virtual Hit, Screener can contact the Structure Provider directly via Inospin Solution. Negotiations between Provider and Screener then take place outside Inospin Solution. Clients undertake to notify Inospin within two (2) weeks of any financial transaction involving a Structure that has been made available to a Screener by a Provider through Inospin Solution. In no event shall Inospin be liable for any agreement that occurs outside of Inospin Solution. Clients are solely responsible for any negotiations and agreements that occur outside of Inospin Solution. In the event of a contract that results in an assignment of Provider’s rights in the Structure or confers exclusivity over the Structure to a Screener, Provider undertakes to remove the Structure from Inospin Solution. Inospin is not responsible for Provider’s non-compliance to such obligation.

 

General Clients’ obligations for using Inospin Solution. It is Client’s obligation and responsibility, throughout the Term of the Agreement:

  • to respect the standard nature of Inospin Technology and to regularly ensure the appropriateness of Inospin Solution, to its needs, particularly based on the Documentation;
  • to provide an Environment compatible with Inospin Solution, in compliance with the up-to-date Documentation;
  • not to use in combination with Inospin Solution any software or IT tool(s) provided by third parties which may, in whole or in part, hinder the proper functioning of Inospin Solution ;
  • on a continuous basis, to ensure that Agents are sufficiently skilled and trained to use Inospin Solution in accordance with the Documentation ;
  • to monitor the use of Inospin Solution and to inform Inospin as soon as possible if this use is not compliant to the Documentation;
  • to report to Inospin any anomaly detected in a timely manner.

 

4.  INOSPIN SERVICES AND ADDITIONAL SERVICES

 

4.1.        Technical Services included in Inospin Services

 

Hosting Service: As of the Effective Date, Inospin uses the services of (i) NUXIT to host Inospin Website, as well as Agents’ accounts and (ii) AMAZON WEB SERVICES to host Inospin Platform, the Wallets and Structures Data. The servers of NUXIT are located in France and the servers of AMAZON WEB SERVICES are located in Europe for the hosting services.

 

NFTs data, listed under article 3.5, are hosted on InterPlanetary File System, a distributed system for storing and accessing files, websites, applications, and data.

 

NFTs and Smart Contracts are hosted on the blockchain Algorand. However, Inospin can switch the blockchain at any time according to the minting costs. Historical NFTs and Smart Contracts will always be accessible while future NFTs and Smart Contracts will take place on the new blockchain.

 

Maintenance: Inospin undertakes to organize maintenance services of Inospin Technology, conforming to generally accepted industry standards and practices.

 

Technical Support: Inospin provides Client with Technical Support, available by mail at contact@inospin.com. Inospin undertakes to acknowledge receipt of Client requests within 24 hours on business days.

 

Backup: Inospin undertakes to perform market practice backups of the Platform, as well as Structures Data and Structures Exports.

 

4.2.        Additional Services

 

Additional services. If Client wishes to obtain additional services from Inospin, outside oftechnical Services included in Inospin Services, it should send a specific request to Inospin. If Inospin considers that it can render such service, it will send a separate quote, which is outside of the license fee, and payment conditions set forth herein (Section 5.2) shall apply.

 

5.  FINANCIAL CONDITIONS

 

5.1.        License Fees

 

Client agrees to pay the license fee as set out in the Specific Terms and Conditions, in exchange for the right to use Inospin Solution and the performance by Inospin of its obligations under the Agreement.

 

All prices are in the currency set forth in the Specific Terms and Conditions, exclusive of costs and taxes. Particularly, prices may be subject to VAT at the rate prevailing at the time of invoicing.

 

5.2.        Payment Conditions

 

Inospin shall provide Client with an invoice stating the fees due to Inospin and the payment of such invoice shall be due within thirty (30) days of the date of receipt of the invoice, or according to any associated purchase order terms and paid by bank transfer.

 

If Client’s account is overdue of more than four (4) months, and subject to a written notice sent by Inospin which remains without effect during eight (8) days, Inospin reserves the right to suspend Client’s access to Inospin Platform until such amounts are paid in.

 

6.  TERM AND TERMINATION

6.1.        Term

 

The Agreement enters into force on the Effective Date and is concluded for an initial fixed Term as specified in the Specific Terms and Conditions.

 

At the end of this initial Term, the Agreement shall then be tacitly extended for additional Terms of twelve (12) months, unless terminated by registered letter with acknowledgment of receipt sent by either party at least three (3) months before the end of the initial Term or any additional Term.

 

6.2.        Suspension and Termination

 

  • 2.1. Suspension

In the event of any use of Inospin Solution by Client that is contrary to the conditions set out in the Agreement, particularly any use that is (i) illegal, (ii) likely to alter the functioning of Inospin Technology, or (iii) an infringement of Inospin Technology, Inospin may immediately suspend access to Inospin Solution by Client.

 

Such suspension shall under no circumstances be considered as a breach of the Agreement by Inospin and shall be without prejudice to any compensation claim by Inospin for any damage suffered.

 

Upon suspension, the Parties agree to discuss in good faith the conditions to restore access to Inospin Solution as soon as the unauthorized use of Inospin Technology by Client has ended. Otherwise, the Agreement may be subject to termination by Inospin in accordance with the provisions of Section 6.2.2. Termination for default.

 

  • 2.2. Termination for default

In the event of a breach by either Party of any of its obligations under the Agreement, the other Party may terminate the Agreement where the defaulting Party fails to cure or provide the other Party with a plan for curing said breach within thirty (30) days after receipt of a written notification sent via registered letter with acknowledgment of receipt.

 

In the event of a breach by Client of any of its obligations under the Agreement, Inospin may tag Client on the blockchain and prevent Client from using Inospin Solution.

 

  • 2.3. Termination due to force majeure

In the event of breach of its obligations due to force majeure as defined herein, the defaulting Party undertakes to notify the other Party without delay. From the date of receipt of the notification, if the force majeure event persists without interruption or discontinuity for thirty (30) days, the Agreement may be terminated by either Party, by written notification sent via registered letter with acknowledgment of receipt. Each party shall bear all costs incurred as a result of the force majeure.

 

  • 2.4. Effects of termination

In the event of termination of the Agreement, for any reason whatsoever:

  1. All Structures and Structures Data of Client shall be archived;
  2. Client must immediately cease using Inospin Solution;
  • Client shall pay all sums due and remaining due to Inospin;
  1. Client may continue to have access to Agents’ account(s) for the sole purpose of consultation of the history of MTAs and NFTs associated to its Agents’ account(s);
  2. Screeners must delete all Structures Data;
  3. Each Party shall return or delete all Confidential Information obtained during the execution of the Agreement.

Notwithstanding any termination, expiry or non-renewal of the Agreement for any reason whatsoever, the obligations of the Parties under the Sections “Liability and Insurance”, “Intellectual Property”, “Financial Conditions”, “Confidentiality”, “Applicable Law and Jurisdiction”, shall remain in force and shall continue to produce their effects in accordance with the terms specified in such section.

 

7.  LIABILITY

 

7.1.        Inospin liability

 

Exclusion of Liability. In no event shall Inospin be held liable to (i) Client in case of improper or fraudulent use of Inospin Solution by Client, Agents or a third party to which Client or Agents have deliberately or negligently given access or (ii) any third party to the Agreement  or (iii) any transaction entered into outside of Inospin Platform, for any damage whatsoever. Inospin does not verify the Structures Data provided by Providers and shall not be liable for any inaccuracy, incompleteness, illegality of the Structures Data.

 

Inospin Solution utilizes experimental smart contract and blockchain technologies, including non-fungible tokens, consensus algorithms, and decentralized or peer-to-peer networks and systems. Client acknowledges and agrees that such technologies are experimental, speculative, and inherently risky. Client acknowledges and agrees that NFTs and Smart Contracts entered into through Inospin Solution may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the blockchain, which can adversely affect such NFTs and Smart Contracts. Inospin assumes no liability nor responsibility for any such Smart Contract or related failures, risks or uncertainties. Given the utility and non-speculative nature of the NFTs created through Inospin Solution, in no event shall Inospin be qualified as a digital asset service provider (DASP). Inospin does not hold, trade or sell cryptocurrencies for Clients.

 

Limitation of Liability. Inospin’s liability in relation with the Agreement shall be limited to direct, personal, and certain damages. In no event shall Inospin be held liable to Client for any indirect, special, exemplary, punitive, incidental, consequential or other damages, whether based on contract, tort, strict liability or otherwise. The Parties agree that the following non-exhaustive damages are explicitly excluded from Inospin’s liability: loss of profits, loss of sales, loss of clients, commercial prejudice, or any loss consecutive to any failure or interruption of the internet or third-party internet connections or infrastructure outside of Inospin’s control.

 

Except in case of Inospin’s intentional or gross negligence, Inospin’s total cumulative liability for all direct damages arising under all claims in connection with this Agreement shall be capped at the sum equivalent to the total license fees paid by Client to Inospin during the twelve (12) months preceding the event which caused the damage, regardless of the legal basis of the claim and the procedure used to settle it. The limitations and exclusions set forth in this Section shall not apply to any claim in respect of death or personal injury.

 

The Parties expressly acknowledge and agree that Inospin’s limitation and exclusions of liability under this Section have been defined with regard to all other contractual conditions and represent the Parties’ agreement as to the allocation of risks and liabilities between them. The Parties acknowledge and agree that the provisions of this Section are material to the Agreement, and that the Agreement would not have been concluded under the same conditions should they have been different.

 

7.2.        Client’s liability

 

Client shall bear any consequences and undertakes not to seek Inospin’s liability for any malfunction due to the use of Inospin Solution by Client and its Agents contrary to the Agreement, the Documentation and any instructions for use provided by Inospin.

 

Client undertakes to indemnify Inospin against the financial consequences that Inospin may have to suffer in the event of actions or claims directed against Inospin by a third party resulting from Client’s use of Inospin Solution in breach of the Agreement.

 

In particular, Providers undertakes to indemnify Inospin against the financial consequences that Inospin may have to suffer in the event of actions or claims directed against Inospin by Screeners .

 

7.3.        Force Majeure

 

Neither Party will be responsible or have any liability for any delay or failure to perform, to the extent such delay or failure is due to an event of force majeure, defined as: unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather. The affected Party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.

 

8.  INSURANCE

 

Inospin declares that it (i) holds an insurance policy covering its civil liability and that of its staff for the execution of this Agreement, covering bodily injury, material damage and financial losses caused to Client and/or third parties or subcontractors by Inospin; (ii) shall maintain this insurance throughout the Term of the Agreement; (iii) shall incur the premiums and deductibles of the insurance policies it has signed up.

 

9.  INTELLECTUAL PROPERTY – OWNERSHIP OF STRUCTURES

 

9.1.        Inospin’s Intellectual Property Rights

 

Inospin Technology. Apart from the Third-Party Software, Inospin is and remains the exclusive holder of all Intellectual Property Rights in and to Inospin Technology. This Agreement shall not be interpreted as an assignment and does not transfer to Client any title or ownership in and to Inospin Technology. Subject to the terms of this Agreement, and particularly Section 3, Inospin grants to Client non-exclusive, non-transferable, worldwide license to use Inospin Solution, including Inospin Technology, solely for the purpose of the Agreement for the Term.

 

Except as expressly set forth in this Agreement, Client shall not, directly, or indirectly:

  • use Inospin Solution for purposes other than that authorized under the Agreement or for the benefit of any other person or entity other than Client and its Users, and
  • reproduce, copy, modify, adapt, transcribe, store, translate, represent, distribute, assign, lease, or otherwise transfer Inospin Technology, in whole or in part, whether for free or not, for any reason whatsoever.

 

Inospin warrants that it is the legitimate owner of all Intellectual Property Rights in and to Inospin Technology or, where applicable, that it has secured the necessary authorisation(s) to use Third Party Software integrated in Inospin Technology, for the purpose of the Agreement.

 

Content. Except for the content provided by Agents, and in particular Structures and Structures Data, Inospin is the sole owner of the Intellectual Property Rights to the content of Inospin Solution (including texts, images, drawings, logos, videos, sounds, data, graphics).

 

NFT. Inospin is the sole owner of the NFTs generated during Structures Export.

 

9.2.        Provider’s Rights

 

Provider is the sole owner of the Structures and the Structures Data. Uploading of Structure Data to Inospin Platform does not result in any transfer of ownership of the Structure or Structure Data to Inospin or to Screeners.

 

The provision of the Structures by Provider to Screener for In Silico Screening operations is subject to the terms of the MTA (link) and does not entail any transfer of ownership.

 

10.    PERSONAL DATA

 

The Parties undertake to comply with the legal framework in force applicable to the processing of Personal Data and, in particular the GDPR.

 

10.1.      Client Personal Data

 

Inospin acts as data controller for the processing of Client’s Personal Data. Inospin processes the following Client’s Personal Data: identification and contact details data, including Agents Login Credentials.

 

Inospin processes Client’s Personal Data for the purposes of making Inospin Solution available to Client and to manage its clientele on the legal basis of the pre-contractual relationship with Client and the execution of the Agreement.

 

Subject to the limits provided by the applicable regulations, Client may exercise the following rights:

  • right to access and obtain a copy of Client’s Personal Data;
  • right to ask Inospin to rectify or modify Client’s Personal Data that is inaccurate or incomplete;
  • right to ask Inospin for the deletion of Client’s Personal Data;
  • right to object to the processing of Client’s Personal Data;
  • right to request the cessation of the processing of Client’s Personal Data for a specified period of time;
  • right to request the portability of Client’s Personal Data;
  • right to define post-mortem guidelines with regards to Client’s Personal Data;
  • right to lodge a complaint with any relevant local data protection authority.

 

For more information on the processing of Client’s Personal Data and to exercise the rights, Client is invited to visit the page: https://www.inospin.com/privacy-policy/.

 

10.2.      Security of Personal Data

 

Inospin undertakes to implement internal organizational and technical security measures in compliance with the applicable legal framework. These measures include:

  • Strict administrators access control
  • Minimization of Internet exposed services, including implementation of a bastion
  • Implementation of firewall rules limiting network flows to what is strictly necessary
  • Record keeping of incidents
  • Backup of data in a different location than the database

 

11.    CONFIDENTIALITY

During the Term of this Agreement and for a period of five (5) years thereafter, the Parties agree to:

  • protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information;
  • only disclose and allow the internal use of Confidential Information to its employees, agents and/or representatives (and any authorised subcontractors) who have a need to know such Confidential Information for the purpose of this Agreement and who are bound to a written agreement protecting such Confidential Information as required hereby;
  • not copy, reproduce, duplicate or make use of the other Party’s Confidential Information for any reason other than in connection with the performance of the Agreement;
  • not disclose the other Party’s Confidential Information to any third party, in any way whatsoever (including verbally) for whatever reason without the prior written consent of that other Party;

Confidential Information shall not include any information that a Party can show:

  • is or becomes generally known to the public without breach of any obligation owed to the other Party;
  • was known by a Party prior to its disclosure by the other Party;
  • was independently developed by a Party without breach of any obligation owed to the other Party; or
  • is received from a third party without breach of any obligation owed to the other Party;
  • is disclosed or announced to the public by mutual agreement between the Parties.

All Confidential Information transmitted by each of the Parties to the other Party, must be returned or destroyed immediately upon request.

If a Party is compelled by law to disclose Confidential Information of the other Party, in particular following a request from a judicial or administrative authority, it shall provide the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if such Party wishes to contest the disclosure before disclosing such Confidential Information.

 

12.    Reporting – AUDIT

 

Reporting. Upon request by Inospin and no more than twice a year, Client should provide Inospin a report specifying: the number of Virtual Hits related to Structures downloaded through Inospin Solution, and the name of the Providers with which it is in contact to negotiate an agreement or has already negotiated an agreement in relation with such Structures, as well as the price of such transactions.

 

Audit. Inospin shall be authorized to audit Client, at most once a year, to ensure its compliance with the provisions of the Agreement and particularly with the limits of use and the purpose of use of Structures Data. Upon fifteen (15) days prior written notice, Client should cooperate by providing Inospin or an independent auditor chosen by Inospin access to all relevant documentation in order to ensure its compliance to the Agreement.  All costs, fees and/or disbursements related to the performance of the audits shall be borne by Inospin, except in the event of non-compliance, in which case Client shall reimburse Inospin for the audit costs, in addition to the adjustment. In the event that it wishes to carry out an audit, Inospin must first notify Client at least five (5) business days in advance, by registered letter with acknowledgement of receipt and provide, at least two (2) business days in advance, the list of persons responsible for carrying out the audit. Inospin undertakes to respect and ensure compliance by any third party acting on its behalf with the strict confidentiality of the information collected as part of the audits.

 

13.    OTHERS

13.1.      Assignment – Subcontracting

 

This Agreement is concluded intuitu personae with Client and may in no case be assigned or transferred in any way whatsoever, in whole or in part, for any reason whatsoever, by either of the Parties without the express written agreement and the other Party. As an exception, the agreement shall survive without prior consent of the Client in case of change of control, merger or acquisition of Inospin.

 

Inospin shall be free to subcontract all or part of its obligations under the Agreement (unless when stated otherwise) but shall remain liable to Client for the services entrusted to the said subcontractor(s).

 

13.2.      Entirety of Agreement

 

The Agreement replaces and excludes all other documents and/or agreements and/or declarations and/or communication by the Parties relating to the same subject.

 

The Agreement consists of the following documents, in the order of precedence set below:

  • the Specific Terms and Conditions;
  • the present General Terms and Conditions;
  • the Documentation in its last updated version available on Inospin Solution.

Any modification of the Agreement requires an amendment agreed upon and signed by both Parties.

 

13.3.      Relationship

 

The Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, neither with any third-party beneficiaries.

 

13.4.      Severability – Waiver

 

If any of the provisions of the Agreement were declared null or void by a court of competent jurisdiction, the said provision shall be deleted from the Agreement and the Parties undertake to negotiate in good faith an alternative provision. The other provisions of this Agreement shall remain in full force and effect.

 

No failure or delay by either Party in exercising any right under the Agreement shall constitute a waiver of that right.

 

13.5.      Amendments

 

Inospin may modify the General Terms and Conditions at any time. Clients will be notified when Inospin make changes to the General Terms and Conditions by email at least one (1) month before they become effective, during which Client may terminate this Agreement if they do not agree with the revisions. By continuing to access, browse and use Inospin Solution, Client will be deemed to have agreed to any changes or updates to the General Terms and Conditions.

 

13.6.      Applicable Law and Jurisdiction

 

This Agreement is governed by French law. This is the case both with the formal rules and the substantive rules.

 

In the event of difficulty relating to the interpretation and/or execution of the Agreement, the Parties undertake to cooperate diligently and in good faith with a view to finding an amicable solution to their dispute. Any dispute shall be subject to the materially competent courts within the Paris Court of Appeal jurisdiction.

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