DNAstackTerms of Service
End-User Terms & Conditions of Use
Last Updated: July 24, 2024
1. Our Service
We are DNAstack Corp. (“DNAstack’, “we”,“us”, or “our”), the creators of Publisher, Explorer, and Workbench, as well as networks powered by these technologies such as Viral AI, a software platform that helps (i) data custodians connect, organize, protect and share data; and (ii) data consumers search, access, curate and analyze shared data (the “Software”, the “Platform”, or the “Service”). Any mention of “Website” shall mean the website located at https://dnastack.com and other related pages or subdomains.
2. About The Terms
2.1 Application of the Terms. These terms of use (“Terms”) form a legally binding agreement which govern your access to and use of the Platform, which includes all software that we make that is related to the Platform, including but not limited to the Website, apps, APIs, widgets, connectors, any data pre-loaded by DNAstack, any and all app updates, and any new features that augment or enhance the Platform (including the release of new versions, new modules, tools and resources). Our Privacy Policy, any other applicable documents or policies, and any applicable acceptable use policy are also incorporated into these Terms by reference.
In these Terms, there are provisions which limit our liability and impose obligations on you. Please do take some time to read these Terms carefully, along with any other policies incorporated by reference before using the Platform. Please do not hesitate to contact us if you have any questions.
We will grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Platform, but only if you agree to these Terms. If you are not eligible to be a User (defined below) or do not agree to these Terms, please do not use the Platform.
2.2 Modifying & reviewing the Terms. DNAstack reserves the right to change or modify any of the Terms, at any time and at its sole discretion. We will always notify you if our Terms change, and our Terms will always show the “last updated” date at the top. Any revisions of the Terms will be effective immediately upon posting the revisions on our Platform. As you are bound by these Terms each time you use the Platform, you are responsible for periodically reviewing any amendments or modifications of these Terms and you are deemed to have accepted and agreed to such amendments or modifications by accessing and using the Platform after such amendments have been posted. If you do not agree with the amendments, you must immediately stop accessing and using the Platform and terminate your Account, pursuant to these Terms.
2.3 Enterprise Level Agreement. As a reminder, if you, the organization you worked for, or the organization who has granted you use and access to the Platform is also party to a software licensing agreement with DNAstack (“Enterprise Level Agreement”), then your access and use of the Platform is also subject to that Enterprise Level Agreement. In the event that there is any conflict between these Terms and the applicable Enterprise Level Agreement, the terms of the Enterprise Level Agreement shall govern.
3. User Accounts & Obligations
3.1 Types of Users. As a user, you are either a: (i) Data Custodian; (ii) Data Consumer; or (iii) both a Data Custodian and Data Consumer (collectively, “Users”). “Data Custodians” are those who connect, organize, protect and share data. “Data Consumers” are those who search, access, curate and analyze shared data.
3.2 Who can be a User. You can be a User only if you are (i) over 18 years old or of the age of majority in your jurisdiction; (ii) if you can legally form a binding contract with us; (iii) if you have been granted permission by an organization who is party to an Enterprise Level Agreement or you have been granted permission directly by DNAstack; and (iv) only if you agree to comply with these Terms and all applicable laws. You represent and warrant that you fulfill all the foregoing requirements to be a User.
In order to be a User, you must also create a Platform account (“Account”). If you create a Platform Account on behalf of an organization (i) “you” and “your” includes both yourself and that organization; and (ii) you promise that you are authorized to bind your organization to these Terms, that you agree to these Terms on your organization’s behalf and that you are authorized to act and use the Platform on behalf of your organization.
3.3 Creating an Account. When you create an Account, you agree to provide accurate information for both yourself and your organization, including but not limited to your name, your organization’s name, e-mail address, physical mailing address, phone number, etc. You also must ensure that you and your organization’s information within the Platform is always accurate and up-to-date.
3.4 Account Approval. After you create an Account, your Account is approved in our sole and absolute discretion and such approval may be withdrawn at any time in our sole and absolute discretion with or without notification. You acknowledge that Account approval may be subject to certain identity verification and other authorization on an as-needed basis. You understand that we may require you to provide us or our third-party service providers copies of your government documents or other sensitive identifying information.
3.5 User Obligations. All Users must agree to:
(i) Always use a valid email address;
(ii) Keep all passwords safe and not share their password with anyone else.
(iii) Use the Platform in accordance with your organization’s IT security best practices;
(iv) Log out of the Platform when it is not in use;
(v) Not leave their computer where the Platform can be accessed unattended;
(vi) Accept all risks of unauthorized access to their Account information or any other information provided to DNAstack;
(vii) Take appropriate precautions when using the Platform in a public space;
(viii) Be responsible for all activity linked to their User Account, regardless of whether you authorized that activity;
(ix) Not share their Account with anyone else;
(x) Not transfer their Account to anyone else;
(xi) Not impersonate any person or entity when creating an Account; and
(xii) Inform their organization, the organization that granted them access and DNAstack immediately upon any unauthorized access of their User Account or login credentials, or any other breach of security
3.6 Users from External Organizations. If you are a User who is from an organization that does not have a contractual relationship with DNAstack, (“External User”) you acknowledge that your use and access to the Platform is still governed by any agreement that might exist between the organization who granted you permission to access and use the Platform (“External Organization”), as well as any agreement between such External Organization and your organization. For more details, please contact an appropriate representation of your organization.
4. The Platform
4.1 License. Upon establishing a User Account with us and agreeing to the Terms, we hereby grant you a worldwide, non-transferable, non-exclusive, and non-sublicensable right to access the Platform in accordance with these Terms, but reserve the right to revoke said license and your access to the Platform without cause or justification.
4.2 Relationships between DNAstack, Data Custodians and Data Consumers. DNAstack is not responsible for and have no control over any relationships between Users who are Data Custodians and Users who are Data Consumers. DNAstack does not recommend or endorse any particular Data Custodian or Data Consumer. We are not responsible for your actions or the actions of other Users of the Platform (whether online or offline). It is the responsibility of Data Custodians who wish to share Data with Data Consumers to enter into a data sharing agreement with Data Consumers.
4.3 Modification of the Platform. We may modify the Platform at any time without any notice and in our sole discretion. We may block or prevent your access to and use of all or any portion of the Platform without any notice and in our sole discretion. Where practical to do so, we will take reasonable measures to inform you if the Platform, or components thereof are being discontinued.
4.4 Platform Maintenance and Technology Limitations. We will make reasonable efforts to keep the Platform operational but technical difficulties and/or ongoing maintenance may result in temporary interruptions to the Platform. We do not guarantee the absence of interruptions nor shall you hold us liable for any damage such interruptions may cause. We reserve the right, at any time, to modify, suspend, or discontinue the Platform at any time, with or without notice. You also agree to cooperate with DNAstack’s reasonable investigation of outages, security issues, and any suspected breach of these Terms.
4.5 Data Sources and Third-Party Software Integrations. If the Platform allows you to connect a data source or integrate third-party software, DNAstack disclaims all responsibility and liability with respect to the contents and operation of that data source and operation and suitability of the third-party software for your purposes.
4.6 Fair Use. DNAstack is committed to providing best-in-class service and value to all users and customers of the Platform. To this end, DNAstack retains the right to impose limits on your usage of the Platform if we reasonably believe that your usage, including, but not limited to, data processed, or analyses/reports generated is not consistent with normal, fair and reasonable use of the Platform. These limits may change from time to time, in DNAstack’s sole discretion, and may be based on certain factors, either in the aggregate or on a per-feature basis. Where possible, we will use best efforts to give you written notice before taking any action to allow a reasonable period for you to modify your use or to transition to another service provider. In any case, we reserve the right to (i) restrict or throttle your access and API requests; or (ii) revoke your Account access or API token
4.7 Fees. Licenses to access and use the Platform via a User Account are issued and paid for either: (i) pursuant to an Enterprise Level Agreement in which case you may be provided a license and Account access from the applicable organization who is party to that agreement; or (ii) signing up directly on the DNAstack Website or Platform and paying fees directly to DNAstack pursuant to the fees, payment schedule and payment authorization terms that are presented to you at the time of sign-up.
Whether you created an Account for free or paid for an Account yourself, you agree that access to the Platform constitutes good and valuable consideration in exchange for you agreeing to these Terms, and other documents or policies that may be incorporated by reference.
4.8 Adding Users. Where applicable, you may be able to invite other individuals to use the Platform and to grant to them access and use to the Platform. These individuals may either be users internal to your organization (“Internal User”) or an External User. You agree to be responsible for all actions and obligations of Internal Users and External Users, as well as all fees that may be incurred by such Users.
4.9 Prohibitions on Information Entered. Throughout your use of the Platform, you will be prompted to enter various information including but not limited to, computer code, workflow code, data and other information into various areas (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. While using the Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish any of the following:
(i) Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
(ii) Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial national or international law;
(iii) Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party;
(iv) Content that breaches or infringes any third party’s privacy or personal information rights, including but not limited to the use of HTML tags by Data Custodians as part of the description of their Data in a way that infringes a Data Consumer’s privacy or personal information rights;
(v) Unsolicited promotions, political campaigning, advertising or solicitations;
(vi) Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, health information, unless expressly permitted by such third party;
(vii) Viruses, corrupted data or other harmful, disruptive or destructive files;
(viii) Content used to probe, scan or test the vulnerability of the Platform, our servers, or service providers or our network;
(ix) Content that facilitates hacking or unauthorized access to or use of the Platform;
(x) Content that interferes with service to any user, system or network by using flooding techniques, overloading a system or a network, staging or broadcasting an attack or any other means resulting in a crash of a host either deliberately or by negligence;
(xi) Content that is unrelated to the topic of the Interactive Areas in which such content is posted.
4.10 DNAstack Access. Upon request to DNAstack in writing by your organization, you shall have the option to authorize DNAstack to access the Platform in order to provide professional services and support.
5. Data
5.1 Interpretation
(i) “Input Data” means data that you wish to upload, share or use with the Platform, including but not limited to workflow code, genetics information, etc.
(ii) “Output Data” shall mean any results, reports, analyses generated by the Platform based on your Input Data.
(iii) “Data” shall mean Input Data, Output Data, Platform Data, Shared Data and User Data collectively.
(iv) “Platform Data” means data, code or workflow processes already available within the Platform, whether it is originally created by DNAstack or shared with DNAstack by a third-party.
(v) “PHI” or “Personal Health Information” has the same meaning as set out in the Personal Health Information Protection Act (Ontario).
(vi) “PII” or “Personally Identifiable Information” means personal information that can be used to identify an individual.
(vii) “Non-PII” or “Non-Personally Identifiable Information” means personal information that cannot be used to identify an individual.
(viii) “User Data” shall mean PHI, PII and Non-PII of a User.
(ix) “Shared Data” means data, code or workflow processes that a User wishes to share with third parties and other Users.
5.2 Ownership of Input Data. Any Input Data shall be owned by you or your organization, and DNAstack shall keep all Input Data confidential and not use or disclose such Input Data unless expressly allowed in these Terms Notwithstanding the foregoing, where the Platform is delivered over the internet via Software as a Service (“SaaS”), you grant DNAstack a limited, non-exclusive, non-perpetual, non-assignable, non-sublicensable right and license to:
(i) Use the Input Data as necessary to provide you with the Platform and otherwise fulfill DNAstack’s obligations under these Terms;
(ii) Disclose the Input Data as necessary to Third-Party Providers (hereinafter defined) as required to provide the Platform to you. In any event, whatever PHI and PII is disclosed to these Third-Party Providers will only ever be disclosed to them in encrypted form.
5.3 Input Data Prohibitions. You expressly agree that your Input Data shall not contain:
(i) Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy rights, abusive, inflammatory, fraudulent or otherwise objectionable;
(ii) Content that you do not have due and lawful authority to upload to the Platform;
(iii) Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial national or international law;
(iv) Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party;
(v) Unsolicited promotions, political campaigning, advertising or solicitations;
(vi) Information of any third party, including, without limitation, PHI, or PII, unless expressly permitted by such third party;
(vii) Viruses, corrupted data or other harmful, disruptive or destructive files; and
(viii) Content used to probe, scan or test the vulnerability of the Platform, DNAstack’s servers, or service providers or DNAstack’s network.
We may, but have no obligation to, remove any Input Data or Accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party rights or these Terms.
5.4 Ownership of Output Data. You will also own any Output Data, and DNAstack shall keep all Output Data confidential and not use or disclose such Output Data unless expressly allowed in these Terms Notwithstanding the foregoing, where the Platform is delivered over the internet via SaaS, you grant to DNAstack a limited, non-exclusive, non-perpetual, non-assignable, non-sublicensable right and license to:
(i) Use the Output Data as necessary to provide the Platform to you and otherwise fulfill DNAstack’s obligations under these Terms and develop new technologies, software and services.
(ii) Disclose the Output Data as necessary to Third-Party Providers (hereinafter defined) as required to provide the Platform to you.
5.5 Use and Ownership of Platform Data. While use of the Platform Data to generate Output Data is possible, you acknowledge that no ownership right in the Platform Data is conveyed to you. You are not permitted to copy or distribute any Platform Data without express consent from the owner of such data. DNAstack also makes no representations or warranties with respect to the accuracy of the Platform Data. You agree that DNAstack is not responsible for and shall not be held liable for your use of Platform Data. Your use of the Platform Data shall be at your own risk. If you elect to use the Platform Data, it is your responsibility to ensure that (i) you have the appropriate license or consent to use such Platform Data from the third-party Data Custodian user making such Platform Data available; and (ii) the third-party Data Custodian user making such Platform Data available has all necessary consents and security measures in place permitting your use thereof. You further acknowledge that Platform Data may not be reliable and may run for unpredictable times, incurring unexpected fees. You are solely responsible for monitoring all workflow processes being run. If you require more information about a particular third-party Data Custodian user making Platform Data available on the Platform, you may request such information from DNAstack by emailing: support@dnastack.com
5.6 Shared Data. If you upload or share Shared Data on the Platform, you represent and warrant that you have due and lawful authority to share such Shared Data via the Platform (including applicable consents from whom such data is obtained or is related to). In particular, to the extent that you provide us with, or upload Shared Data to the Platform that includes the personal information of another person, including their genomics information, you represent and warrant that you have their consent to provide us with that information to be used for the purposes in which you will use it on the Platform. In the event the Shared Data pulls data or information from third-party data sources, you represent and warrant to DNAstack and all other Users of the Platform that both you and the third-party data source have obtained all required consents to use and share such data and information on the Platform.
5.7 Third Party Service Providers
(i) You acknowledge that DNAstack relies on best-in-class third-party service providers to provide you with certain aspects of the Platform (“Third-Party Services”), including but not limited to application and database hosting services (“Third-Party Provider”), which are subject to the terms, conditions and privacy policies of those Third-Party Providers.
(ii) While DNAstack will use commercially reasonable efforts to ensure that all aspects of the Platform can be provided to you at all times, you acknowledge that the services provided by the Third-Party Providers are not within DNAstack’s direct control. DNAstack will use best efforts to resolve any issues with Third-Party Providers, but ultimately, you acknowledge that DNAstack is not responsible for and does not warrant the availability, suitability, quality, timelines or conditions of the Third-Party Services and that you accept the Platform on an as-is basis.
(iii) You hereby release DNAstack from all liability arising from its use of Third-Party Services and data that is transmitted through or stored by them. To the extent permitted by law, without limiting the generality of the foregoing, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions of Third-Party Providers.
(iv) Upon request from you, DNAstack shall provide you with a list of all Third-Party Providers used to provide the Platform, along with information regarding any applicable terms of use and privacy policies of such Third-Party Providers.
(v) As of the most recent version of these Terms, the only Third-Party Providers used by DNAstack are: Amazon Web Services, Google Cloud Platform, and Microsoft Azure for both application hosting and database hosting. DNAstack agrees to inform you or your organization if any of these Third-Party Providers change no later than 60 days prior to making such change in order for you or your organization to review the terms of use and privacy policies of the new Third-Party Providers contemplated.
5.8 Data Security. DNAstack follows generally accepted industry standards to protect the information submitted to DNAstack via the Platform, both during transmission and once received. For data transmission security, DNAstack uses standard encryption protocols (TLS/HTTPS) for transmission of information. The encryption process protects User’s information by scrambling it before it is sent to DNAstack from the Platform. When PHI and PII are stored, it is stored in DNAstack’s systems in encrypted form. The Third-Party Providers that host the Platform’s database, application, and encryption keys are renowned and reputable hosting service providers whose privacy, security, transparency and industry-specific standards are best-in-class. DNAstack systems and databases are also backed up regularly to protect your data in case of an uncontrollable catastrophe. Notwithstanding the foregoing, you acknowledge that no data transmission over web applications and the internet and no storage of data, even in encrypted form, can be guaranteed to be 100% secure. As such, while DNAstack strives to make all reasonable best efforts to use commercially acceptable means to protect PHI and PII, DNAstack cannot warrant the security of any information transmitted through the Platform and stored by DNAstack. We accept no responsibility for any such hacked or breached network communications or the loss or damage of any of your Data, systems, hardware or any other property. We recommend that you keep your own back-ups of data that you upload or otherwise provide to the Platform.
6. Limitations on Use
6.1 No High Risk Use. The Platform is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. You do not have the right to use the Platform in any application or situation where the Platform’s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Examples of High Risk Use include, but are not limited to: life support systems, implantable medical equipment, diagnosis of diseases or other conditions, or in the cure, mitigation, treatment or prevention of disease/conditions, clinical/medical decision making, motor vehicles, or weaponry systems. You agree to indemnify and hold harmless DNAstack from any third-party claim arising out of the use of the Platform in connection with any High Risk Use.
6.2 Healthcare Research Purposes Only. You further acknowledge that the Platform is to be used for Healthcare research purposes only. “Healthcare” shall mean all technologies, software platforms, tools, methodologies, devices, products, and services designed to assist in the understanding, prevention, diagnosis, treatment, amelioration, or cure of disease, illness, injury, and other physical and mental impairments. This includes using health and related datasets (e.g. omics, medical records, scientific publications, wearables, journalling) and technologies (e.g. sequencing, mobile, AI, federated learning) to offer data driven insights. You are further prohibited from using the Platform for any other purpose.
6.3 Prohibited Use. You may not use the Platform or any networks, services, data sources or third-party software it is connected:
(i) In a way prohibited by law, regulation, governmental order or decree;
(ii) To violate the rights of others;
(iii) In a way that violates these Terms or encourages or purports to authorize anyone else to violate these Terms;
(iv) In a way that could harm the Platform or impair anyone’s use of it.
(v) In a way that could harm a connected data source or host of that data source;
(vi) in a way that could harm third-party software that is integrated with the Platform or anyone else’s use of that third-party software;
(vii) With any unauthorized operating system;
(viii) To attempt to probe, scan or test the vulnerability of the Platform, DNAstack server or network or breach, circumvent or disable any security or authentication measures;
(ix) Make the Platform available over a network other than a network approved by DNAstack where it could be used by others to circumvent requirements, procedures, policies or regulations of networks connected to the Platform;
(x) To store or transmit worms, time bombs, trojan horses, and other harmful or malicious code, files, scripts, agents or programs;
(xi) Attempt to gain unauthorized access to the Platform or its related systems or networks, data or data of any other customers of DNAstack;
(xii) to mine cryptocurrencies, including but not limited to BitCoin, Etherium, LiteCoin and others;
(xiii) Identify persons or samples related to the subject genomic data (“Re-identification”), unless such Re-identification is permitted by applicable legislation or regulation;
(xiv) Harvest or store any personally identifiable information from us;
(xv) Exploit the images of children;
(xvi) Artificially generate traffic or page links to a website or any other purpose not intended; or
(xvii) In a manner which sends a volume of requests to the system which overloads or negatively impacts the ordinary operation of the Platform and associated system.
6.4 No Reverse Engineering. You must not reverse engineer, decompile, decode, decrypt, disassemble or otherwise derive any source code from the Platform.
6.5 Technical Limitations. You must comply with any technical limitations in the Platforms in which you are only allowed to use the Platform as it is intended to be used. You may not work around the technical limitations using any method whatsoever.
6.6 Suspension or Termination. If, in DNAstack’s sole and absolute discretion, you abuse the Platform or any of your privileges, if you fail to comply with these Terms, if DNAstack has reasonable belief, in its sole and absolute discretion that your User Account has been compromised or used to commit fraud or crimes, or your use of the Platform represents a direct or indirect threat to DNAstack’s network function or integrity or anyone else’s use of the Platform, DNAstack may, in its sole and absolute discretion, suspend or terminate your User Account with or without notification and take any appropriate administrative and/or legal action.
6.7 Import and Export Restrictions. You are responsible for complying with any applicable import or export restrictions in your jurisdiction with respect to data sharing and data consumption.
7. Intellectual Property
7.1 Platform License Grant. We grant you a limited, personal, non-exclusive and non-transferable and non-sublicensable right and license to access and use the Platform. Unless otherwise specified in writing, you may not resell, lease or provide it in any other way to anyone else.
7.2 Reservation of Rights in the Platform. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of DNAstack or any third party. The Platform, including, without limitation, the content, metadata, design, organization, methods, compilation, look and feel, the source, object, code and software (with the exception of licensed open-source components) and all other protectable intellectual property available through and comprising the Platform (the “Platform IP”) are the property of DNAstack and are protected by copyright, trademark and other intellectual property laws of Canada, the United States and foreign countries. DNAstack’s rights in such Platform IP are expressly reserved. All improvements and modifications to the Platform, including feedback and feature requests from you and other derivative works created by DNAstack shall be deemed to be Platform IP. You further agree that you will not:
(i) Copy, reproduce, sell, publish, distribute, share, display, sublicense, retransmit or otherwise provide access to the Platform IP to anyone, unless with DNAstack’s written consent or expressly authorized by these Terms.
(ii) Modify, alter or create any derivate works of the Platform IP;
(iiI) Remove, alter, or obscure any copyright, trademark or other proprietary rights notice on or in the Platform.
7.3 Trademarks. The DNAstack and Platform logos and all other product and service names, slogans or logos displayed on DNAstack’s Website or the Platform are registered and/or common law trademarks of DNAstack, and may not be copied, imitated or used, in whole or in part, without the prior written permission by DNAstack. In addition, the look and feel of the Platform, including all icons, user interface and user experience elements, custom graphics and scripts may not be imitated, used or copied in whole or in part, without the prior written permission by DNAstack.
7.4 If Intellectual Property Rights Violated. Any violation of DNAstack’s intellectual property rights may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Platform, please notify us at support@dnastack.com. While we take no responsibility for any User who breaches your copyright or any other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer’s account.
7.5 Linked Sites or Embedded Material. We are not responsible or liable for: (i) websites that may be linked from our Website or Platform (“Linked Sites”); or (ii) material entered by Data Custodians (“Data Custodian Material”). The Linked Sites and Data Custodian Material are for your convenience only and you view or access them at your own risk. You also acknowledge that such Linked Sites and Embedded Material are subject to the terms of use and/or privacy policy of the applicable Linked Site and/or Data Custodian. Linked Sitess and Data Custodian Material found on our Website or the Platform are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites or Data Custodian Material.
8. Limitation of Liability
8.1 Disclaimer.
(i) Other than as set out in these Terms, the Platform is provided to you on an “as-is” and “as available” basis without warranties from DNAstack of any kind, either express or implied. DNAstack expressly disclaims all representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability, fitness for a particular purpose, title and non-infringement.
(ii) If any applicable authority holds any portion of this section to be unenforceable, then DNAstack’s liability and responsibility will be limited to the extent permitted by law.
(iii) While DNAstack strives to provide an error-free and uninterrupted Platform, it does not guarantee the absence of interruptions and you shall not hold DNAstack liable for any damage caused by any such interruptions.
8.2 Limitation of Liability.
(i) Except as otherwise provided in this section, to the extent permitted by applicable law, and save and except gross negligence and wilful misconduct of DNAstack, the liability of DNAstack to you or your organization arising under this agreement is limited to direct damages up to the amount you or your organization paid for access to the Platform for the past four months.
(ii) DNAstack shall have absolutely no liability in the case of free products, beta products, pre-release products or any products or services provided free of charge.
(iii) Notwithstanding the foregoing in no event shall DNAstack, its representatives, affiliates or representatives of affiliates be liable in any manner whatsoever for any damages of any kind arising out of:
(a) Your breach of any of these Terms;
(b) Any condition caused by events beyond DNAstack’s control that may cause the Platform to be disrupted or otherwise;
(c) Any printing, human, typographical or other errors or ambiguities in or involving any online or printed materials associated with the Platform;
(d) Any unauthorized access to or your use of your or your organization’s infrastructure.
8.3 Special Damages: In no event shall DNAstack be liable to you for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with these Terms, regardless of whether you have been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort or otherwise.
8.4 Dissatisfaction with the Platform: If you are dissatisfied with the Platform or have any other dispute or claim with or against us, our affiliates, officers, directors, shareholders, employees, contractors, agents, suppliers or licensors, then your sole and exclusive remedy is to discontinue accessing and using the Platform.
8.5 Reasonable: You agree and acknowledge that access to the Platform (and if applicable, fees paid by you or your organization), reflects the allocation of risk set forth in these Terms and that we would not enter grant access to the Platform without these restrictions and limitations on our liability.
9. Indemnification
You agree to defend, indemnify, and to hold harmless DNAstack, its Representatives, Affiliates, each of its Representatives, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and legal fees on account thereof) arising, resulting from or relating to:
(i) Your breach of these Terms;
(ii) Your infringement of third-party rights;
(iii) Your infringement of applicable legislation;
(iv) Your breach of a representation or warranty made by you to us, either in these Terms, Privacy Policy or otherwise;
(v) Any claim for damages suffered by an enterprise or organization that gave you Platform access, where such damages were caused by you, whether wholly or in part;
(vi) Any claim against us for damages suffered by any of your employees, individuals whose data you use, your suppliers, your contractors, your customers, Users you granted Platform access to, whether arising from the use of our Platform or otherwise;
Your agreement to defend, to indemnify, and to hold DNAstack harmless applies whether a claim against DNAstack arises out of contract or tort (including strict liability), and regardless of the form of action.
“Representative” means an employee, director, officer, agent, contractor, advisor or consultant of one of the parties or of one of the parties’ Affiliates.
“Affiliates” means (i) with regard to a DNAstack, any legal entity that DNAstack owns, which owns DNAstack, or which is under common ownership with DNAstack. “Ownership” means, for the purpose of this definition, more than 50% ownership either directly or indirectly.
10. Termination
10.1 Termination by you. You may terminate your Account at any time by stopping your use of your Account and informing us that you wish to terminate your Account. You acknowledge that such termination of your Account does not necessarily terminate the license relationship you, your organization or applicable External Organization may have with DNAstack (whether directly or through an Enterprise Level Agreement) and associated obligations thereunder. If access to the Platform was originally granted by your organization or an External Organization, then termination of the license relationship with DNAstack is governed by an applicable Enterprise Level Agreement. If you obtained access to the Platform directly from DNAstack, then your license relationship terminates at the end of the then-current term as described when you originally signed up for an Account and you must agree to pay any outstanding fees before your Account termination becomes effective.
10.2 Termination by us. We may terminate your Account immediately and without notification, if, in our sole and absolute discretion:
(i) You abuse the Platform or any of its privileges, or if you fail to comply with these Terms (including failure to make payment to us when due), or make misrepresentations to us;
(ii) We have reasonable belief that your account has been compromised or used to commit fraud, crimes or abuse the Platform;
(iii) If you become subject to a petition in bankruptcy, insolvency or reorganization under any applicable bankruptcy or insolvency legislation;
(iv) The Enterprise Level Agreement between DNAstack and the organization which granted you access to the Platform is terminated;
(v) The organization which originally granted you access to the Platform has revoked or terminated your access to your Account; or
(vi) We no longer offer the Platform or there is a change of ownership.
10.3 Upon Termination. DNAstack reserves the right to retain information associated with your Account for a period of time (“Retention Period”) before deleting such information. This period of time may be a reasonable period of time, or a period of time in accordance with the law. DNAstack also reserves the right to immediately delete your data, information and Input Data and have no obligation to maintain or store such data, information or Input Data. Terms that have the ability to survive termination will survive.
11. Feedback
All feedback, comment, and suggestions for improvements (“Feedback”) that you provide to us, in any form will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights and other intellectual property rights (“Feedback IP Rights”) therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Feedback IP Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in our Website, the Platform or their contents or in any of the Feedback IP Rights on account of these Terms or performance under these Terms.
12. Communications
12.1 Notice Methods. We may provide notices to you in the following ways:
(i) By email to the email address as specified in your account settings;
(ii) By posting a notice on our Platform in an area suitable for notices. It is your responsibility to review our Platform for notices;
(iii) By calling the telephone number specified in your account settings; and
(iv) By mail to the address specified in your account settings.
12.2 Content of Notices. We may send you email information regarding issues such as your account status, system messages, mandatory updates, notices related to privacy or security, etc. (“Administrative Messages”).
For other messages and information relating to the Platform, other than Administrative Messages, you will only receive these messages if you expressly opt-in to consent to receive these other types of information from us. In addition, at any point in time after you opt-in, you will have the opportunity to opt-out of receiving such messages.
12.3 Communications with Us. You agree that you will not employ misleading email addresses or falsify information in any part of any communication with us.
13. General
13.1 Electronic Contracting. Your affirmative act of accepting our Terms constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.
13.2 Complying with laws. Your use of the Platform is subject to all applicable local, provincial federal and international laws and regulations (including, without limitation, those laws governing data collection, personal health information, etc.).
13.3 Assignment. You may not assign your Account or your license under these Terms unless approved by DNAstack in writing.
13.4 Severability. If any part of these Terms is considered invalid for whatever reason, the remaining parts of these Terms will still be considered valid and enforceable.
13.5 Questions and Comments. If you have any questions regarding these Terms or your use of the Platform, please contact us at support@dnastack.com.
13.6 Governing Law. These Terms, all documents and policies incorporated by reference, and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.
13.7 No construction against drafter. If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of an authorship of any of the provisions of these Terms.
13.8 Waiver of class proceedings and trial by jury. To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
13.9 Waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
13.10 Right to seek injunction. You acknowledge and agree that a breach of any of the sections of these Terms may cause serious and irreparable harm to us which could not be compensated adequately by monetary damages, and that we may enforce these Terms by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage, and despite those damages may be readily quantifiable. You agree that you will not plead sufficiency of damages as a defence in the proceeding for injunctive relief. The remedies provided by this section are in addition to, and not a substitute for, any other remedies for breach to which we would be entitled.
13.11 Force Majeure. Unless expressly agreed to otherwise and without limiting any other section under these Terns, we will not be liable for any failure or delay in our performance under these Terms due to any cause beyond our reasonable control that could not have been avoided by the exercise of reasonable foresight, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, terrorism, labour shortage or dispute, epidemic or pandemic or an act of government.
13.12 Entire Agreement. These Terms, along with any applicable Enterprise Level Agreement, shall constitute the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing and signed by a duly authorized representative of DNAstack.