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TERMS OF USE – LABFOLDER CLOUD VERSION

1 APPLICATION OF TERMS OF USE

1.1 These Terms of Use apply to your use of the Labfolder Service which is accessed through the Labfolder Cloud Version (as those Terms of Use are defined below). By setting up an account, accessing and using the Service:

  1. You agree to these Terms of Use; and
  2. Where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms of Use on that person’s behalf and that, by agreeing to these Terms of Use on that person’s behalf, that person is bound by these Terms of Use.

1.2 The Service which is accessed through the Labfolder Cloud Version is not offered to Consumers according to Section 13 German Civil Code (“Bürgerliches Gesetzbuch”, BGB), but exclusively to Entrepreneurs according to Section 14 BGB. You will be deemed to be a Consumer if you use the Service for purposes neither mainly associated with your commercial activities nor mainly associated with your self-employment. An Entrepreneur is a natural person, legal entity or partnership, which or who acts within their commercial activities or their self-employment when concluding the User Contract.

1.3 Your own terms of use do not apply. They do not apply even if Labforward does not explicitly object to them.

1.4 For users in the countries Germany, Austria and Switzerland the contractual language is German and the German version of our Terms of Use shall prevail over the English version. In all other countries the contractual language is English and the English Version shall prevail. All other translations (if available) shall solely serve for a better understanding.

2 REGISTRATION, CONCLUSION OF CONTRACT

2.1 You may use the Service only after registration and creation of a user account.

  1. By completing the registration procedure, you make a binding offer to form a User Contract regarding the Labfolder Free Edition. Prior to this, we provide you with a summary of the Contract Data. You may correct the Contract Data by using the buttons provided. Your offer will be binding on you for five (5) working days. Within this period of time, Labforward reserves the right to accept or decline your offer. You are not entitled to claim the conclusion of the User Contract.
  2. After registration, you will receive an email confirming the conclusion of the User Contract. On receipt of the confirmation e-mail, the User Contract is valid and binding. Labforward will now create your user account. Labforward will store the confirmation e-mail, but you cannot open it and look at it again on the website.
  3. You assure that your Contract Data is complete and correct and that you have not used the data of third persons. You shall inform Labforward immediately of any changes to the Contract Data. Labforward will use the Contract Data only for the performance of the User Contract.
  4. Only natural persons which are legally competent, legal entities or partnerships may register. Legal entities or partnerships may only be registered by their natural representatives who must be named at registration. Only individuals or partnerships may be registered as owners of the user account (i.e. no married couples or families). Multiple registrations under various user names are forbidden.

2.2 A paid User Contract pursuant to these Terms of Use shall be formed, and access to the Advanced Edition shall be provided, if

  1. you and Labforward sign a written contract for the Labfolder Cloud Version (Advanced Edition); or
  2. you receive an Invoice from Labforward for the Labfolder Cloud Version (Advanced Edition) and proceed to pay the Fees; or
  3. based on a written offer (e-mail is sufficient) made to you by Labforward you send Labforward a purchase order for the Labfolder Cloud Version (Advanced Edition).

3 CHANGES

3.1 Labforward is entitled to make changes to the Terms of Use during the Term of the User Contract, unless these concern material provisions of the contractual relationship (in particular provisions regarding the type and scope of the synallagmatic services, term and termination).

3.2 This right to amend shall only apply if

  1. the equivalence existing at the time the User Contract was concluded is disturbed to a not insignificant extent by changes which Labforward neither initiated nor influenced (e.g. by changes to the overall technical circumstances indispensable for the provision of the Service or by a substantial change in the market situation), with the result that a continuation of the User Contract under the previous conditions is unreasonable for one of the parties or if it can be assumed that the User Contract would not have been concluded in the form in which it was intended under the changed circumstances; or
  2. as a result of a change in law or a declaration of invalidity of Terms of Use by the jurisdiction, after conclusion of the User Contract a regulatory gap opened up and this regulatory gap creates difficulties in the performance of the User Contract which can only be remedied by amendment.

3.3. You shall be notified of the amended terms and conditions in text form (e-mail is sufficient) at least six (6) weeks before they come into effect. The amendments shall be deemed to have been accepted if you do not object to them within six (6) weeks of receipt of the notification. If you exercise the right of objection, the amendments shall not become part of the User Contract and the User Contract shall continue unchanged. Labforward will separately notify you of the possibility of objection and the deadline to do so. The parties’ right of termination remains unaffected by this.

3.4 These Terms of Use were last updated on 05 November 2019.

4 DEFINITIONS

In these Terms of Use:

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Labfolder Software. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

Contract Data means all compulsory information that is requested during the registration process.

Fees means the applicable fees set out on our pricing pages on the Website at https://www.labfolder.com/pricing/, https://www.labfolder.com/pricing/academia and https://www.labfolder.com/pricing/industry/, or as agreed otherwise in writing between you and Labforward, as may be updated from time to time in accordance with clause 8.4.

Free Account means your user account created after registration without charge.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

  1. an event to the extent that it could have been avoided by a party taking reasonable steps
    or reasonable care; or
  2. a lack of funds for any reason.

GDPR means the General Data Protection Regulation which applies to organizations which are based in the EU (such as Labforward) and global organizations who processes personal data about individuals in the EU.

Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.

Labforward means the company Labforward GmbH, Elsenstraße 106, 12435 Berlin, Germany.

Labfolder Software means the software owned by Labforward that is used to provide the Service.

Labfolder Cloud Version means a public cloud-based version of the Labfolder Software which is accessible over an internet connection and for which you need log into the system via a web browser. A 3rd-party is hosting the Labfolder Software on a remote server where they store and process your data. Unless specified otherwise, these servers are housed on Amazon Web Services in the EU, and will also host data from other users.

Labfolder Server Version means an on-premise server-based version of the Labfolder Software for which you will need to install, host, maintain and upgrade the software on your own server.

Labfolder Free Edition means a limited Free Edition of the Service, as set out on our pricing pages on the Website. This version of the Service is limited to 3 users and 1 group per user, and does not include certain features found in the Labfolder Advanced Edition. The Labfolder Free Edition is only available for the Labfolder Cloud Version.

Labfolder Advanced Edition means an extended, fee-based version of the Service, as set out on our pricing pages on the Website.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening,
harmful, or unlawful in any way.

A party includes that party’s permitted assigns.

Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with clause 6.3.

A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a company, a government department, or any other entity.

Personal Information or Personal Data means any information relating to an identified or identifiable natural person; an identifiable Natural Person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Service means the service having the core functionality described in Labfolder’s “User Manual” and “Admin Manual”, which are updated from time to time, and found on https://www.labfolder.com/manuals-tutorials/.

Start Date refers to the date on which you first created a user account for the Service.

Term may refer to Initial Term or the then-current Renewal Term, as applicable to the use of and the Fees to be paid for the Labfolder Advanced Edition.

  1. Initial Term means the term commencing on the Effective Date and continuing for a period from such date.
  2. Effective Date means the date agreed upon by both parties as the first day that the Service for the Labfolder Advanced Edition has been provided and for which the Fees must be paid.
  3. Renewal Term means the subsequent period(s) from the expiration of the Initial Term, or a previous Renewal Term.

User Contract means the contract regarding the Service pursuant to these Terms of Use.

Underlying Systems means the Labfolder Software, IT solutions, systems and networks
(including software and hardware) used to provide the Service, including any third party
solutions, systems and networks.

We, us, our or Labforward means Labforward GmbH, located at Elsenstraße 106, 12435 Berlin, Germany.

Website means the internet site at www.labfolder.com and all pages on this domain or related subdomains, or such other site notified to you by us.

Year of Contract means a 12-month period starting on the Effective or the anniversary of that date.

You or your means you, or if clause 1.1 B. applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.