List Drug Candidate

This is a legally binding Agreement between You and BioNeex Unternehmergesellschaft (haftungsbeschränkt)


1. DEFINITIONS


1.1. In this Agreement when used in capital letters the following terms have the meaning defined below in this Section if otherwise is not regulated by this Agreement:

1.2. The “Agreement” (which may also be referenced herein as these “Terms and Conditions”) means this Agreement as may be modified from time to time

1.3. The “BioNeex”, “We”, “Us”, “Our” refer to “BioNeex Unternehmergesellschaft (haftungsbeschränkt)”

1.4. “You”, “Your”, the “User” refer to either the Provider or Seeker

1.5. The “Provider” means a legal or natural person or a Group of Persons or an organization without legal personality who for business, entrepreneurial or other non-consumer purposes makes accessible information on Drug Candidates using the Website and/or Services

1.6. The “Seeker” means a legal or natural person or a Group of Persons or an organization without legal personality who for business, entrepreneurial or other non-consumer purposes seeks information on Drug Candidate using the Website and/or Services

1.7. The “Drug Candidate” means any chemical or biological substance, which may have a potential to be developed into a drug.

1.8. The “Group of Persons” means a group of such legal and/or natural persons or organizations without legal personality acting in concert or based on common economic interests.

1.9. The “Subject Matter” means the subject matter of this Agreement as defined in Section 2 below

1.10. The “Website” refers to BioNeex’s website located at https://www.bioneex.com, all subpages and subdomains, and all content, services, and products available at or through the Website

1.11. The “Services” means the services described in Section 2 of this Agreement and/or available on the Website

1.12. The “Licensing Agreement” means any or all of the following: licensing agreement, assignment agreement, merger, amalgamation, acquisition, agreement on research or development or supporting research or development, or any other type of agreement or consent that the Seeker entered into or intends to enter into with the Provider regarding any Drug Candidate information about which was made accessible on the Website.

1.13. The “Licensing Agreement Price” means any and all monetary remuneration that the Seeker shall make to the Provider under the Licensing Agreement

1.14. “Intellectual Property Rights” means copyright, related rights, registered or unregistered trademark and/or goods’ and services’ distinctive signs, undisclosed information, trade secret, know-how, invention, patent, utility model, industrial model, design, goodwill, database or any other rights over an intellectual property.

1.15. The “Privacy Policy” means the privacy policy published on the Website and as amended from time to time


2. SUBJECT MATTER


2.1. BioNeex provides the Services by making available an online platform for collaboration and communication between Provider and Seeker particularly, but without limitation:
a) For the Provider: making possible listing an unlimited number of Drug Candidates by creating their profiles on the Website
b) For the Seeker: making possible creating an unlimited number of Drug Candidate preferences by creating their profiles on the Website
c) Making available other functionalities of the Website.

2.2. BioNeex is not a Provider nor it is a Seeker. BioNeex has no rights over any intellectual property of the Provider or the Seeker other than and within the scope described in this Agreement and does not guarantee any results which Seeker or Provider may pursue by using the Website or the Services or entering into or intending to enter into the Licensing Agreement.

2.3. BioNeex is not a party to the Licensing Agreement and does not negotiate it on Your behalf nor it represents You.

2.4. BioNeex does not check and/or guarantee the existence or validity of Provider’s any rights including Intellectual Property Rights in the Drug Candidate.


3. REGISTRATION


3.1. For the Provider. First, You need to register an account on the Website. For the verification of Your account after submitting the registration request You will receive an E-mail from the BioNeex. After successful verification, you will receive the login access to Your page and then You will be able to create the profile of Your Drug Candidate as well as upload a non-confidential information regarding Your Drug Candidate and Your Drug Candidate will be listed under the Pipeline.

3.2. For the Seeker. First, You need to register an account on the Website. For the verification of Your account after submitting the registration request You will receive an E-mail from the BioNeex team. After successful verification, You will receive the login access to Your page and then You can also create Your Drug Candidate preferences. If there is already a Drug Candidate matching Your preferences You will receive a notice on Your E-mail address.

3.3. The availability to register an account is not an offer made by BioNeex but an invitation to make an offer.

3.4. Your request for registration will be treated as an offer to use the Services and Website under these Terms of Service and the Privacy Policy.

3.5. Once You receive an E-mail from BioNeex verifying Your account registration You will be bound by these Terms of Service and the Privacy Policy.

3.6. By submitting the registration request You represent and warrant to BioNeex that the execution, delivery and performance of this Agreement and the Privacy Policy are within Your corporate powers and You have been duly authorized by all necessary corporate actions and this Agreement and the Privacy Policy have been duly and validly executed by You and are enforceable against You in accordance with its terms. Additionally, the execution, delivery and performance of this Agreement and the Privacy Policy by You do not violate any applicable law.


4. ACCOUNT AND USER GENERATED CONTENT


4.1. You are responsible for Your account while You are signed in or using the account. BioNeex does not bear any responsibility for Your account security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of Your computer, mobile device, or other computing device and/or account.

4.2. You represent and warrant that any content including any link that You uploaded or created or otherwise made available while using the Website or Services does not violate any rights of any third party. Any liability, loss or damage that occurs as a result of the use of any content that You make available or access through Your use of the Services or the Website is solely Your responsibility. We are not responsible for any public display or misuse of such content.

4.3. You represent and warrant that any content or information that You upload, share or otherwise make available on the Website is non-confidential information and You acknowledge that You make such information publicly available using the Website and/or Services.

4.4. We do not monitor the information and content which You transmit or store on the Website or while using the Services, nor We have an obligation actively to seek facts or circumstances indicating illegal activity.

4.5. We have the right but not an obligation to, in Our sole discretion, determine whether or not any content on the Website including in Your account is appropriate and complies with these Terms of Service or the Privacy Policy, or refuse or remove any content that, in Our opinion, violates BioNeex’s any policy or is illegal, inappropriate, or objectionable. We have a right to block Your account in such cases.

4.6. You warrant and represent that You will not use any robot software while using the Services or the Website nor You will transfer Your account login credentials to any third party. If We detect any of actions described in this section We, in our sole discretion, will block or suspend Your account.

4.7. You grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise any and all Intellectual Property Rights You have in the content which You uploaded on the Website or created using the Website or the Services in any media and form known now or developed in the future solely for the purposes of the proper functioning of the Website and providing Services. For the avoidance of doubt, this Section 4.7 is without prejudice to Your Intellectual Property Rights in the Drug Candidate.


5. FEE AND PAYMENT


5.1. For using the Services, You agree to pay Us a Registration Fee, and where applicable.

5.2. Registration Fee. The Registration Fee is an annual non-refundable payment that You have to make in order to maintain Your account on the Website. Your registration will not be completed and You will not be able to use the Services until the full prepayment of the Registration Fee is made. We have a right to suspend or block Your account at any time if You have not paid in full the Registration Fee.

5.3. The annual Registration Fee period starts on the day when We receive Your Registration Fee and ends on the last day of the one-year period.

5.4. The Registration Fee shall be transferred via wire transfer to BioNeex’s bank account mentioned on the Website.

5.5. The rates and discounts of the Registration Fee are published on the Website. Any amendment to the Registration Fee or discount policy which is published on the Website has no retroactive effect.

5.6. The Registration Fee includes all applicable taxes in Germany.


6. AMENDMENTS AND TERMINATION


6.1. We have a right to unilaterally amend this Agreement and/or Privacy Policy. By continuing to use Your account You agree to such amendments.

6.2. You may terminate or cancel this Agreement at any time at Your sole discretion. None of Your payments will be refunded after the termination or cancellation of this Agreement.

6.3. Survival. Section 4.7 of this Agreement shall survive the termination of this Agreement.


7. GOVERNING LAW AND JURISDICTION


7.1. This Agreement or any disputes arising out or connected with the execution, performance or validity of this Agreement or any use of the Services or the Website shall be governed by and construed according to the laws of Germany.

7.2. Any and all disputes arising out of or in connection with this Agreement are subject to the exclusive jurisdiction of the courts of Berlin (Germany).


8. LIMITATION OF LIABILITY


8.1. We will not be liable for damages or losses arising from Your use of the Services or arising under this Agreement.

8.2. In no event We will be liable to You for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of Your content; (ii) Your use or inability to use the Services; (iii) the Services generally or the software or systems that make the Services available; or (iv) any other interactions with BioNeex or any other User of the Services, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not BioNeex has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. BioNeex will have no liability for any failure or delay due to matters beyond Our reasonable control.


9. MISCELLANEOUS


9.1. This Agreement may be available in several languages. In any case, only English version is the original and in case of discrepancies or inconsistencies between the English version and other language versions the English version shall prevail.

9.2. The section headings used in this Agreement are inserted for the purpose of convenience only and shall not be construed to limit or extend any provision hereof.

9.3. If a provision of this Agreement or the Privacy Policy is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement or the Privacy Policy or the validity or enforceability in other jurisdictions of that or any other provision of this Agreement or the Privacy Policy.