Terms of Use

Last updated December 5, 2016

IMPORTANT ¬ Please read these terms of use carefully. This is a legal agreement between you and the company for the use of the sites and services. By accessing or using the sites you are accepting these terms of use and you warrant that you have the authority, to enter into these terms of use (on behalf of yourself or the entity that you represent). If you do not agree with all of the terms of these terms of use, do not access or use the sites and services provided on the sites.

The websites located at www.bioverse.co and www.bioverse.eu (together, the “Sites“) are copyrighted works belonging to Cellink AB and its affiliates (“the Company,” “us,” “our,” and/or “we“). These Terms of Use (“Terms”) are a legally binding agreement between you, as an end-user of our Sites (“User,” “you,” and/or “your”), and the Company. The Company provides services through the Sites, including a service for hosting an on-line community featuring a platform for sharing of 3D models of human organs and tissues for 3D bio printing enabling Users to share digital models and protocols that can be printed on 3D bio printers, and offers to sell and deliver products (collectively the “Services“). Certain features of the Services or Sites may be subject to additional terms which will be posted on the Service or Sites in connection with such features. All such additional terms are incorporated by reference into this Agreement and made a part of these Terms of Use.

1. Accounts

1.1 Setting up an account

In order to use certain features of the Sites (e.g., to upload a design and/or to make store purchases), you must register for an account with the Company (“Company Account“) and provide certain information about yourself as prompted by the Site registration form. You warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Company Account at any time, for any reason, by following the instructions on the Site. The Company may suspend or terminate your Company Account in accordance with Section 9.

1.2 Responsibilities.

You are responsible for maintaining the confidentiality of your Company Account login information and are fully responsible for all activities that occur under your Company Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Company Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Grant

2.1 General

Subject to these Terms of Use in general and the restrictions set forth in Section 2.2 in particular, the Company grants you a non-transferable, non-exclusive, license to use the Sites and Services.

Any models uploaded to the Sites by the Company (“Company Models”), such as models for 3D bio printing of human organs or tissue models, as well as the protocol library (protocols without 3D-files) may be used even for commercial purposes in the sense that any 3D objects that have been bio printed using Company Models, may be sold or otherwise used for commercial purposes. Apart from such commercial use, the restrictions as set forth in Section 2.2 shall apply.

The Company assumes no responsibility whatsoever for any attempts to implant, incorporate or in any way allow bio printed objects, such as human organs or tissue models to interact with or become part of the human body. Any and all use, of whatever kind, of bio printed objects using Company Models, is at the sole risk and full responsibility of the user. Any and all claims for damages against the Company resulting from any such unwarranted use are hereby fully and irrevocably waived by you.

2.2 Restrictions

The rights granted to you in these Terms of Use are subject to the following restrictions: (a) except as stated in Section 2.1, you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Sites, Services or Company Models; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Sites, Services or Company Models; (c) you shall not access the Sites or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Sites, Services or Company Models may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Sites or Services shall be subject to the terms of these Terms of Use. All copyright and other proprietary notices on any Sites or Services content must be retained on all copies thereof.

2.3 Modification

The Company reserves the right, at any time, to modify, suspend, or discontinue the Sites or Services or any part thereof with or without prior notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services or any part thereof.

2.4 Support and Maintenance

You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Sites or Services.

2.5 Ownership

Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, designs and trade secrets in the Sites and Services are owned by the Company or the Company’s licensors. The provision of the Sites and Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. The Company and its suppliers reserve all rights not granted in these Terms of Use.

2.6 Consent to Use of Personal Data

By using our Sites or Services, you agree that Company may collect and use personal data about you. Such information collected through the Services or Sites shall only be used in accordance with the Company’s Privacy Policy.

3. User content

3.1 General

You retain all your intellectual property rights in your User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Sites or Services (e.g., content in the User’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby warrant that your User Content does not violate the Acceptable Use Policy, as set forth below. You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by the Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates any provisions set forth in the Acceptable Use Policy. The Company is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.

3.2 License

You hereby grant, and you represent and warrant that you have the right to grant, to the Company, an irrevocable, nonexclusive, royalty free, fully-paid, and worldwide license to reproduce, distribute, publicly display, and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Sites and Services. You agree to irrevocably waive any claims of moral rights with respect to your User Content.

3.3 Acceptable Use Policy

The following sets forth the Company’s “Acceptable Use Policy“:

(a) You agree not to use the Sites or Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, design, trade secret or any other intellectual property or
proprietary right; or (ii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to use the Sites or Services to: (i) upload, transmit, or distribute any computer viruses or any other software intended to damage or alter a computer system or data; (ii) send any form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) collect, or assemble information or data regarding other users, without their consent; (iv) interfere with servers or networks connected to the Sites or Services or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Sites or Services, other computer systems or networks connected to or used together with the Sites or Services, through password mining or other means; (vi) harass or interfere with another user’s use of the Sites or Services; (vi) introduce software or automated agents or scripts to the Sites or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Sites or Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Sites or Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (vii) systematically aggregate, embed or deep link content from your own web site, service, or platform to the Sites for commercial purposes without the prior written consent of the Company.

3.4 Enforcement

We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms of Use or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Company Account and/or reporting you to relevant authorities.

3.5 Feedback

If you provide the Company any feedback or suggestions regarding the Sites or Services (“Feedback“), you hereby assign to the Company all rights in the Feedback and agree that the Company shall have the right to use such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

4. Secondary license for user content and designs

4.1 When you upload certain User Content to the Sites or Services, you will be asked to select a secondary copyright license, which is additional to the license you grant to the Company and its affiliates and partners under these Terms. This secondary license will govern how other Sites or Services users may use your User Content, and you will be solely responsible for your selection and for complying with and enforcing the terms of the secondary license you select. You may designate this secondary license to be one of the Creative Commons Licenses (see http://www.creativecommons.org) or any other license based on the Company’s discretion. You agree that the Company may make your User Content available to other Users, subject to the terms of the secondary license you select; however, if you select the “All Rights Reserved” secondary copyright license, you agree that it means the Company may display your User Content for public viewing on the Sites and other Sites or Services users must contact you to obtain additional rights, as necessary. While the Company will advise other Users, Sites, Applications or Services users of the secondary license you select and request that the terms of such license be observed, you acknowledge that it is not the Company’s responsibility to enforce this secondary license and the Company cannot guarantee that your secondary license will in fact be observed by other Sites or Services users.

Indemnity

You agree to indemnify and hold the Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Sites or Services; (b) your User Content; (c) your violation of these Terms of Use; or (d) your violation of applicable laws or regulations. The Company reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

6. Third party sites

6.1 Third party sites

The Sites might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of the Company and the Company is not responsible for any Third Party Sites. You use all Third Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.

7. Disclaimers

The Sites and Services are provided “AS IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied. We (and our suppliers) make no warranty that the Sites: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.

We hereby disclaim all liability for product defect or failure, claims that are due to normal wear, product misuse, abuse, product modification, improper product selection, non-compliance with any codes, or misappropriation.

We hereby disclaim any and all responsibility, risk, liability, and damages arising out of death or personal injury resulting from assembly or operation of our products.

We assume no responsibility, nor will be liable, for any damages to, or any viruses or malware that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this websites, or your downloading of any information or materials from the Sites.

8. Limitation on liability

In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or relating to these Terms of Use or your use of, or inability to use, the Sites or Services or Third Party Sites even if we have been advised of the possibility of such damages. Access to, and use of, the Sites and Services and other content are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom.

Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to these Terms of Use (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) five hundred Swedish kronor (SEK500); or (b) amounts you’ve paid us in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms of Use.

9. Term and termination

Subject to this Section, these Terms of Use will remain in full force and effect while you use the Sites or Services. We may (a) suspend your rights to use the Sites or Services (including your Company Account) or parts thereof, or, (b) terminate these Terms of Use, at any time for any reason at our sole discretion, including for any use of the Sites or Services in violation of these Terms of Use. Upon termination of these Terms of Use, your Company Account and right to access and use the Sites and Services will terminate immediately. You understand and agree that any termination of your Company Account involves deletion of your User Content associated therewith from our live databases. The Company will not have any liability whatsoever to you for any termination of these Terms of Use, including for termination of your Company Account or deletion of your User Content.

10. Intellectual property infringement policy

We will terminate the accounts of users who infringe intellectual property and reserve the right to take down any Content that we conclude, in our sole discretion, may infringe third party rights. See our Intellectual Property Infringement Policy for further details.

11. General

11.1 Changes to Terms of Use

These Terms of Use are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Sites. Any changes to these Terms of Use will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Sites. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Sites or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

11.2 Governing Law

This Agreement shall be construed in accordance with and be governed by the laws of Sweden.

11.3 Arbitration

Any dispute, controversy or claim arising out of or in connection with these Terms of Use, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
The place of arbitration shall be Stockholm, Sweden.

The language to be used in the arbitral proceedings shall be English.

Notwithstanding anything to the contrary, the Company may seek injunctive relief in any court to protect its intellectual property or confidential or proprietary information.

11.4 Entire Agreement

These Terms of Use constitutes the entire agreement between you and us regarding the use of the Sites and Services. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section headings in these Terms of Use are for convenience only and have no legal or contractual effect. The word “including”, means including without limitation. If any provision of these Terms of Use is held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to the Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms of Use shall be binding upon assignees.

11.5 Copyright/Trademark Information

Copyright © 2016 Cellink AB. All rights reserved. All trademarks (“Marks“) displayed on the Sites are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.