Terms & Conditions

This master subscription agreement (“agreement”) governs your acquisition and ongoing use of our services.

By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement or by executing this agreement, you agree to the terms of this agreement.

If you are entering into this agreement on behalf of a company or other legal entity, you confirm that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This agreement was last updated on May 10th 2020.

It is effective between you and us as of the date of you accepting this agreement.

  1. Definitions:

“Content” or “Data” means all information and data which you can access through our platform services.

“Malicious Code” means scripts, agents, viruses, Trojan horses and other harmful or malicious code.

“Order Form” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between you and us from time to time. Order Forms shall be deemed incorporated herein by reference.

“Purchased Services” means services that you purchase under an Order Form.

“Platform Services” means the services that are ordered by you under an order form and made available by us as a web-based application.

“Users” means individuals who are authorized by you to use the services, for whom you have purchase subscription, and who have been supplied user identifications and passwords by you. Users may include your employees only.

“We,” “us” or “our” means Bioseet, described in section 10 (who you are contracting with, notices, governing law and jurisdiction).

“You” or “your” means the company or other legal entity for which you are accepting this agreement.

“Your data” means all electronic data or information submitted by you to the purchased platform services.

  1. Purpose, Rights and License

2.1 Provision of Purchased Services.

We shall make the purchased services available to you pursuant to this agreement and the applicable order forms. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.

2.2 Usage Limitations

Services may be subject to other limitations, such as, for example, limits on the details of asset profiles viewed, limits on access to certain capabilities/features that are part of the Services.

2.3 Subscriptions

Unless otherwise specified in the applicable order form or below, (i) services are purchased as subscriptions that are subject to usage limitations, (ii) may be accessed only by users currently working at the firm and who have valid business email addresses with the firm. Your subscriptions are for firm employees only and cannot be shared or used by non-designated users. Use by non-designated persons will be considered a material breach of this master subscription agreement and may be terminated for cause.

2.4 Your Responsibilities

You shall (i) be responsible for users’ compliance with this agreement, and (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the services, and notify us promptly of any such unauthorized access or use, and (iii) use the services only in accordance with applicable laws and government regulations, and (iiii) use the platform services, and interact with other users of the platform services respectfully and with the intention of seeking a commercial partner only. You shall not (a) make the services available to anyone other than users, (b) sell, resell, rent or lease the services or data, (c) use the services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the services or third-party data contained therein, (f) attempt to gain unauthorized access to the services or their related systems or networks, or (g) use the platform services in an unethical or illegal manner.

Non compliance with your responsibilities will be considered a material breach of this master subscription agreement and may be terminated for cause. 

2.5 Publicity

You agree that we may include you in our publicly displayed customer roster or equivalent with your prior written consent. Neither party may issue press releases regarding this agreement without obtaining the other party’s prior, written, consent.

  1. Fees and Payment for Purchased Services

3.1 User Fees

You shall pay all fees specified in order forms. Except as otherwise specified herein or in an order form, (i) fees are quoted and payable in Euro (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the subscriptions purchased cannot be decreased during the relevant subscription term stated on the order form.

3.2 Invoicing and Payment

We will invoice you in advance and otherwise in accordance with the relevant Order Form. You are responsible for maintaining complete and accurate billing and contact information.

3.3 Overdue Charges

If any charges are not received from you by the due date, then at our discretion, (a) such charges may accrue late interest at the rate of 0.75% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

3.4 Suspension of Service and Acceleration

If any amount owing by you under this or any other agreement for our services is 30 or more days overdue we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full.

3.5 Taxes

Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

  1. Proprietary Rights

4.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the services, the website and all content available through the services or website, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

4.2 Restrictions

You shall not (i) use our data and services in violation of or beyond the license granted herein; (ii) permit any third party to access our data or services, or otherwise sell, rent, license or distribute our data to any third party; (iii) create derivative works of our data or services or excerpt our content including articles, blog content, reports, databases, analytics using our data; (iv) access and use our data and service to develop and distribute a competitive data-related commercial or free product or service; (v) manually gather, scrape, spider, crawl or use other technology or software to access or store our data (vi) use our data and service in connection with any individual credit, employment or insurance decisions, (vii) use our data or service in any manner that is illegal, libelous, obscene, threatening, defamatory, or in any manner that violates, infringes or misappropriates the privacy or the intellectual property rights of third parties; (viii) use our service to store or transmit any viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs, (ix) interfere with or disrupt the integrity or performance of the online service; (x) attempt to gain unauthorized access to our service or their related systems or networks, or systematically access our service using “bots” or “spiders”; (xi) decompile or reverse engineer our service; (xii) copy, frame or mirror our service; or (xiii) use or distribute our service and/or data in any manner that violates any applicable laws, rules and regulations, including without limitation, any laws relating to unsolicited email. In the event that you engage in a prohibited use set forth in subsection (i) through (xiii) of the foregoing sentence or otherwise breaches the terms set forth in this agreement, We reserve the right to suspend or terminate your license to use or access our services or data. In no case will any such termination or suspension give rise to any liability by us to you for a refund or damages. The restrictions set forth in this section shall survive the termination of this agreement.

  1. Confidentiality

5.1 Definition of Confidential Information

As used herein, “confidential information” means all confidential information “disclosed” by users to the platform, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Protection of Confidential Information

We shall use the same degree of care that you use to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care) not disclose or use any confidential information for any purpose other than as expressly permitted in this agreement, and we shall limit access to confidential information to those of our employees, or contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with us containing protections no less stringent than those herein.


5.3. Protection of Licensee Data.

Bioseet collects and uses certain electronic data or information submitted by users for purposes of providing, maintaining, and improving the services for users, and in accordance with the terms of the Bioseet’s privacy policy which is located at https://bioseet.com/dataprivacystatement

  1. Warranties and Disclaimers

6.1 Warranties

Each party represents and warrants that it has the legal power to enter into this Agreement. You represent and warrant that You will not transmit to Us any Malicious Code.

6.2 Disclaimer

Except as expressly provided herein, the services, the website, the platform and all content provided therein are provided on an “as is” and “as available” basis. None of us guarantees the accuracy, completeness, timeliness, reliability, suitability or usefulness of any portion of the service, the website, the platform or any content provided herein. None of the us warrant that the services, the website, the platform or any content provided therein will be uninterrupted or error free or that the website, the platform, its server or any files available for downloading through the website or the platform are free of computer viruses or other harmful elements. You expressly agree that the entire risk as to the quality and performance of the services, the website, the platform and the accuracy, timeless or completeness of the content provided therein is assumed solely by you. None of us make any, and hereby specifically disclaim any and all, representations, endorsements, guarantees, and warranties, express or implied, regarding the services , the website, the platform, of the content provided herein including without limitations, the implied warranties of merchantability and fitness for a particular purpose, title and non-infringement of third party rights.  Your sole and exclusive remedy for dissatisfaction with the services, the website, the platform or the content provided therein is to stop using the services, the website, the platform and/or the content as such.

Bioseet does not give business advice, investment advice, tax advice or legal advice to anyone using the site. Bioseet does not claim to be and is not a broker, dealer or investment advisor and nothing herein shall constitute a sale or offer to buy or sell or recommend any securities. Bioseet does not make investments. Each user of the platform makes his or her own investment decisions based upon their personal due diligence investigation and other personal investment criteria. Bioseet is not responsible for and shall have no liability with respect to the actions or omissions of anyone using the platform.

  1. Indemnification

You agree to indemnify and hold Bioseet harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Services, (ii) your violation of the terms of this Agreement, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Us.

  1. Limitation of Liability

Exclusion of Consequential and Related Damages

In no event shall we have any liability to you for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not we have been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

  1. Term and Termination

9.1 Term of Agreement

This agreement commences on the date you accept it and continues until all subscription granted in accordance with this agreement have expired or been terminated, unless earlier terminated as permitted below.

9.2 Term of Purchased Subscription

Subscriptions purchased by you commence on the start date specified in the applicable order form and continue for the subscription term specified therein.

9.3 Termination for Cause

A party may terminate this agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, we may terminate this Agreement at any time immediately upon notice to you.

9.4 Payment upon Termination

Upon any termination for cause by us, you shall pay any unpaid fees covering the remainder of the term of all order forms after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

9.5 Surviving Provisions

Section 3 (Fees and Payment for Purchased Services), 4 (Proprietary Rights), 5(Confidentiality), 6.2 (Disclaimer), 7 (Indemnification), 8 (Limitation of Liability), 9.4 (Payment upon Termination), 10 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 11 (General Provisions), and this Section 9.5 shall survive any termination or expiration of this Agreement.

  1. Who you are contracting with, notices, governing law and jurisdiction

10.1 General

You are contracting with the following company under this Agreement, and you should direct notices to under this Agreement to:

Bioseet GmbH

Kopernikusstrasse 11

D-81679 München


10.2 Manner of Giving Notice

Except as otherwise specified in this agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, (iv) the first business day after sending by email or (v) by posting on the website. Notices to you shall be addressed to the Account Manager designated by you for your relevant services account, and in the case of billing-related notices, to the relevant billing contact designated by you.

10.3 Governing Law

This agreement shall be governed by and construed in accordance with the laws of Germany, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction, as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Each party consents to the exclusive jurisdiction and venue Munich, Germany.

  1. General Provisions

11.1 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.2 No Third-Party Beneficiaries

There are no third-party beneficiaries to this agreement.

11.3 Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.4 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

11.5 Assignment

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Us. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.6 Entire Agreement

This agreement, including all order forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this agreement and any order form, the terms of this agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or other order documentation shall be incorporated into or form any part of this agreement, and all such terms or conditions shall be null and void.