Terms & Conditions

These terms of use (the “Terms of Use”) describe the terms and conditions under which users (“Users” or “you”) can use the BISC Platform (as defined hereinafter).

The BISC Platform is operated and managed by BISC Global CVBA, registered with the Crossroads Bank of Enterprises under company number 0673.977.180 and having its registered office at Gaston Crommenlaan 8, 9050 Ghent or by any of its affiliates (jointly the “Company” or “we”). If you have any questions about the BISC Platform or these Terms of Use, please contact us at helpdesk@excelra.com.

1. Description of the BISC Platform

The BISC Platform is a platform on which Users can upload biological research data, including but not limited to sequencing data (the “User Content”) and have the BISC Platform process and analyse such User Content in order to obtain a report containing certain results, such as data cleaning and QC parameters, mapped and annotated data, expression values, etc (the “Results”).

2. Applicability

2.1 By clicking the “I agree” button, you acknowledge and agree that your use of the BISC Platform is exclusively governed by these Terms of Use. If you do not agree to any provision of these Terms of Use, you may not use in any manner the BISC Platform, even if you already have an Account.

2.2 In the event the BISC Platform uses services of third parties, the terms of service and/or privacy policies of those third parties may apply. You shall be notified if and when such third party terms of services and/or privacy policies are applicable. By accessing such third party service, you agree to comply with the applicable terms and you acknowledge that you are the sole party to such terms. The Company cannot be held liable in any way with regard to the content of such third parties’ terms or privacy policy.

2.3 We reserve the right at any time, and from time to time, with or without cause to:

• amend these Terms of Use;
• change the BISC Platform, including the provision of updates, eliminating or discontinuing, temporarily or permanently any service or other feature of the BISC Platform without any liability against the User or any third parties; or
• deny or terminate, in part, temporarily or permanently, your use of and/or access to the BISC Platform as set forth herein.

Any such amendments or changes made will be effective immediately upon us making such changes available in the BISC Platform or otherwise providing notice thereof. You agree that your continued use of the BISC Platform after such changes constitutes your acceptance of such changes.

3. Use of the BISC Platform

3.1 To use the BISC Platform, you will need an Internet connection which is sufficiently strong in order to upload the User Content and download the Results. In addition, you must provide all equipment necessary to make such Internet connection, including a computer and modem.

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

4. License - restrictions

4.1 License by the Company. During the Term and subject to the prior payment of the relevant Fee, the Company grants you a non-exclusive, personal, restricted, non-sublicensable and non-transferable license to use the BISC Platform in accordance with these Terms of Use (the “License”). You are not allowed to use the BISC Platform for any commercial purposes or to use the BISC Platform in a manner not authorised by the Company. You shall use the BISC Platform solely in full compliance with (i) these Terms of Use; (ii) any additional instructions or policies issued by the Company, including, but not limited to, those posted within the BISC Platform and (iii) any applicable legislation, rules or regulations.

4.2 Restrictions. You agree to use the BISC Platform only for its intended use as set forth in these Terms of Use. Within the limits of the applicable law, you are not permitted to (i) make the BISC Platform available or to sell or rent the BISC Platform to any third parties; (ii) adapt, alter, translate or modify in any manner the BISC Platform; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the BISC Platform to any third party; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the BISC Platform; (v) use or copy the BISC Platform except as expressly allowed under this section 4; (vi) gain unauthorized access to accounts of other users or use the BISC Platform to conduct or promote any illegal activities; (vii) use the BISC Platform to generate unsolicited email advertisements or spam; (viii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the BISC Platform (including without limitation robots, spiders or scripts); (x) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the BISC Platform; (xi) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use the BISC Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (xii) remove or in any manner circumvent any technical or other protective measures in the BISC Platform. You acknowledge and agree that in the event of a breach of this section 4, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the BISC Platform (or any portion thereof) and you will defend and indemnify the Company against any liability, costs, or damages arising out of the breach of this section 4.

Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the BISC Platform, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the BISC Platform.

4.3 License by User. By uploading, creating or otherwise providing User Content, you grant the Company a non-exclusive, royalty-free, worldwide, sublicensable, transferable license to use, copy, store, modify, transmit and display such User Content to the extent necessary to process such User Content in order to provide the Results. The Company reserves the right, but is not obliged, to review and remove any User Content which is deemed to be in violation with the provisions of these Terms of Use or otherwise inappropriate, any rights of third parties or any applicable legislation or regulation.

4.4 Please note that any submitted User Content, once processed and analyzed by the Company, is processed in an irreversible manner and cannot be returned to the User in the exact same format as it was submitted. The Company is not responsible (nor may it be held liable) for maintaining a copy of the original User Content, prior to the processing thereof. It is thus recommended that the User keeps a copy of the User Content provided to the Company before any processing activities by the Company take place.

5. Ownership

5.1 The User acknowledges and agrees that the Company owns all legal right, title and interest (including Intellectual Property Rights) to the BISC Platform (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

5.2 The User further acknowledges that the BISC Platform may contain information which is designated confidential by the Company and the User may not disclose such information without the Company’s prior written consent.

5.3 The User acknowledges and agrees that nothing in these Terms of Use gives it a right to use any trade marks, service marks, trade names or logos of the Company and that it agrees not to display, or use in any manner, the Company’s trade marks, service marks, trade names or logos and that it shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the BISC Platform.

5.4 The Company acknowledges and agrees that the User owns all legal right, title and interest (including Intellectual Property Rights) to the User Content as uploaded by the User and that the Company does not claim any ownership of the Results as communicated to the User as a consequence of the processing of such User Consent.

5.5 All rights, titles and interests in and to the BISC Platform or any part thereof not expressly granted to the User in these Terms of Use are reserved by the Company and its licensors.

6. Suspension for breach

If the Company becomes aware or suspects, in its sole discretion, any violation by you of these Terms of Use, or any other instructions, guidelines or policies issued by the Company, then the Company may suspend or limit your access to the BISC Platform. The duration of any suspension by the Company will be until you have cured the breach which caused such suspension or limitation.

7. Support

In case you need technical support, you can contact us on the following e-mail address helpdesk@excelra.com.

8. Liability

8.1 To the maximum extent permitted under applicable law, the Company shall only be liable for personal injury or any damages resulting from (i) its gross negligence; (ii) its willful misconduct or (iii) any fraud committed by the Company.

8.2 To the extent legally permitted under applicable law, the Company shall not be liable to the User or any third party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production of use, procurement of substitute services, personal property or property damage arising out of or in connection with the BISC Platform under these Terms of Use, including but not limited to any miscalculations, or the use, misuse, or inability to use the BISC Platform, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if the Company has been notified of the likelihood of such damages.

8.3. The Company’s liability under these Terms of Use, shall to the maximum extent permitted by law amount to a maximum of the Fee paid by the User under these Terms of Use.

8.4 You agree that the Company can only be held liable as per terms of this section 8 to the extent damages suffered by you are directly attributable to the Company. For the avoidance of doubt, the Company shall not be liable for any claims resulting from (i) your unauthorized use of the BISC Platform, (ii) your or any third party’s modification of (any parts) of the BISC Platform, (iii) your failure to use the most recent version of the BISC Platform made available to you or your failure to integrate or install any corrections to the BISC Platform issued by the Company, or (iv) your use of the BISC Platform in combination with any non-Company products or services. The exclusions and limitations of liability under this section shall operate to the benefit of any of Company’s affiliates and subcontractors under these Terms of Use to the same extent such provisions operate to the benefit of the Company.

9. Warranties and disclaimers

9.1 By the Company. Except as expressly provided in this section 9 and to the maximum extent permitted by applicable law, the BISC Platform is provided “AS IS”. The Company makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, title, non-infringement, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the BISC Platform or any other products or services provided to the User by the Company. In addition, the User acknowledges and agrees that (i) any material downloaded or otherwise obtained by it through the use of the BISC Platform is done at its sole discretion and that it is solely responsible for any and all damages to its computer systems or loss of the User Content resulting from its use of the BISC Platform and that (ii) no advice or information, whether oral or written, obtained by the User through its use of the BISC Platform shall create any warranty not expressly stated in these Terms of Use.

The Company does not warrant that all errors can be corrected, or that access to or operation of the BISC Platform shall be uninterrupted, secure, or error-free. The User acknowledges and agrees that there are risks inherent to transmitting information over and storing information on the Internet and that the Company is not responsible and cannot be held liable for any losses of the User Content.

9.2 By User. The User represents and warrants to the Company that (a) it has the authority to enter into this binding agreement personally, and (b) it has the necessary rights, licenses or permissions to make the User Content available to the Company for the purpose of processing such User Content in accordance with the provisions included in these Terms of Use.

Any User Content provided by the User shall be accurate and truthful and shall not (i) infringe any Intellectual Property Rights of third parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data; or (v) otherwise violate the rights of a third party. The User acknowledges and agrees that the Company is not obligated to back up any User Content. You agree that any use of the BISC Platform contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the BISC Platform for which the Company cannot be held liable.

10. Indemnification

10.1 By the Company. The Company shall defend and indemnify you as specified herein against any founded and well-substantiated claims brought by third parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such third party by the BISC Platform and excluding any claims resulting from (i) your unauthorized use of the BISC Platform, (ii) your or any third party’s modification of any of the BISC Platform, (iii) your failure to use the most recent version of the BISC Platform made available to you, or your failure to install any corrections or updates to such BISC Platform issued by the Company, if the Company indicated that such update or correction was required to prevent a potential infringement, or (iv) your use of the BISC Platform in combination with any non-Company products or services.

Such indemnity obligation shall be conditional upon the following: (i) the Company is given prompt written notice of any such claim; (ii) the Company is granted sole control of the defense and settlement of such a claim; (iii) upon the Company’s request, the User fully cooperates with the Company in the defense and settlement of such a claim, at the Company’s expense; and (iv) the User makes no admission as to the Company’s liability in respect of such a claim, nor does the User agree to any settlement in respect of such a claim without the Company’s prior written consent. Provided these conditions are met, the Company shall indemnify the User for all damages and costs incurred by the User as a result of such a claim, up to an amount equal to the Fee Paid by the User under these Terms of Use.

In the event the BISC Platform, in Company’s reasonable opinion, is likely to or become the subject of a third-party infringement claim (as per this section 10.1), the Company shall have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the BISC Platform so that it becomes non-infringing while preserving materially equivalent functionalites; (ii) obtain for the User a license to continue using the BISC Platform in accordance with these Terms of Use; or (iii) terminate the Terms of Use and refund up to an amount equal to the Fee paid by the User under these Terms of Use.

The foregoing states the entire liability and obligation of the Company and the sole remedy of the User with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the BISC Platform or any part thereof.

10.2 By User. You hereby agree to fully indemnify and hold harmless the Company and its current and future affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to (i) any breach or violation by you of any provisions of these Terms of Use or any other instructions or policies issued by the Company; (ii) the User Content, as used by the Company, violating any Intellectual Property Rights of a third party, and (iii) fraud, intentional misconduct, or gross negligence committed by you.

11. Risk and Considerations

11.1 The Company does not endorse, warrant or guarantee the effectiveness of any specific course of action, tests or analyses as mentioned on its website or on the BISC Platform.

11.2. The Results as communicated by the Company are intended to be used for research purposes only.

11.3 The Company does not engage in rendering medical advice or other medical services. Therefore, the provision of the Results by the Company is NOT intended to diagnose, treat or cure a disease. The Company does not recommend self-diagnosis or self-medication, and no information included in the Results, or presented therein, may be construed or interpreted as recommending self-diagnosis or self-medication.

11.4 All information provided in the Results or on or via the BISC Platform is for information purposes only. The use of the BISC Platform and the Results (including any text, tables or graphics included therein) is at your own risk, you must evaluate, and bear all risks associated with, the use of any Results, including reliance on the accuracy, completeness or the usefulness of the Results.

12. Data Protection

Any processing of the User Content by the Company as a consequence of the User’s use of the BISC Platform shall comply with the applicable regulations (including without being limited thereto, Regulation (EU) 2016/679 (the “General Data Protection Regulation”). In the context of such processing, the Company shall always act as a processor vis-à-vis the User. Therefore, the Company warrants and undertakes to: (i) solely process the User Content in accordance with the instructions of the User and to ensure that such User Content is not transferred to third countries unless so instructed by the User in writing, (ii) ensure that the processing of any User Content shall be proportionate to the aim pursued and shall respect the essence of the right to data protection, (iii) take commercially reasonable technical and organizational measures to protect all User Content processed, as instructed by the User, and (iv) process all User Content in accordance with the Company’s Data Processing Addendum which may be consulted here. The User, as a controller, warrants and undertakes to ensure that it is entitled to transfer/upload the User Content on the BISC Platform, so that the Company may lawfully use, process and store such User Content on the User’s behalf. For the avoidance of doubt, the terms “Processing”, “Processor” and “Controller” shall have the meaning as given thereto in article 4 of the General Data Protection Regulation. Term and termination

12.1 The Company shall grant you a license on the BISC Platform during the Term as set out under these Terms of Use. At the end of the Term, any user rights on the BISC Platform that were granted to you under these Terms of Use shall automatically expire.

12.2 Termination for breach. The Company may terminate with immediate effect these Terms of Use and your right to access and use of the BISC Platform if the Company believes or has reasonable grounds to suspect that you are violating these Terms of Use (including but not limited to any violation of the Intellectual Property Rights of the Company) or any other guidelines or policies issued by the Company.

12.3 Effects of termination. Upon the termination of the Term: (i) you will no longer be authorized to access or use the BISC Platform, and (ii) all rights and obligations of the Company or the User under these Terms of Use shall terminate, except those rights and obligations under those sections specifically designated in section 13.6.

13. Miscellaneous

13.1 Force Majeure. The Company shall not be liable for any failure or delay in the performance of its obligations with regard to the BISC Platform if such delay or failure is due to causes beyond our control including by not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, telecommunications, network, computer, server or Internet downtime, unauthorized access to Company’s information technology systems by third parties or any other cause beyond the reasonable control of the Company (the “Force Majeure Event”). We shall notify you of the nature of such Force Majeure Event and the effect on our ability to perform our obligations under these Terms of Use and how we plan to mitigate the effect of such Force Majeure Event.

13.2 Severability. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.3 Waiver. Any failure to enforce any provision of the Terms of Use shall not constitute a waiver thereof or of any other provision.

13.4 Assignment. You may not assign or transfer these Terms of Use or any rights or obligations to any third party. The Company shall be free to transfer or assign (part of) its obligations or rights under the Terms of Use without the prior consent of the User.

13.5 Notices. All notices from the Company intended for receipt by you shall be deemed delivered and effective when sent to the email address provided by you on your Account. If you change this email address, you must update your email address on your personal settings page.

13.6 Survival. Sections 5, 8, 9 and 11 shall survive any termination or expiration of these Terms of Use.

13.7 Governing law and jurisdiction. These Terms of Use shall be exclusively governed by and construed in accordance with the laws of Belgium, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Ghent shall have sole jurisdiction should any dispute arise relating to these Terms of Use.

14. Definitions

“Account” means your account for accessing the BISC Platform which shall be provided to you following your subscription and upon payment of the Fee;

“Fee” means the fee to be paid by the User to the Company for the use of the BISC Platform which shall amount to a sum paid by the User to the Company (increased with any applicable taxes or other costs) per Sample of User Content as submitted/uploaded by the User to the BISC Platform. No access shall be provided to the BICS Platform than upon full payment of the Fee by the User;

“Intellectual Property Rights” means any and all now known or hereafter existing, and to the extent protectable by intellectual property rights, (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, internet domain names and registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works, including mask works, and registrations and applications thereof, (iv) if protectable through any intellectual property rights, computer software programs, including source code and object code, data, databases and documentation thereof, (v) trade secrets and to the extent protectable through any intellectual property rights other information, including ideas, formulas, compositions, inventions, improvements, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, blueprints, flowcharts, schematics, protocols, programmer notes, designs, design rights, developments, discoveries, plans, business plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information, and (vi) all other forms of intellectual property.

“Sample” means a specific biological material (such as blood, urine, tissue, cells, cell cultures or saliva) collected from study subjects during scientific research and/or the conduct of clinical trials.

“Term” means the period required for analyzing and/or processing the User Content until the submission of the report to the User containing the Results (it being understood that the User can only use the BISC Platform once, unless he pays additional Fees to upload additional Samples of User Content).

Last revision: October 2020.