Terms of Use

Your data is yours!

All intellectual property rights to your data and the results obtained from your data remain yours also when you are publishing and sharing the data as described below.

GENERAL

These terms constitute a service and license agreement between the purchaser and end user (“Purchaser/User”) and NMR Solutions Oy (Business ID 2701633-6, “NMRS”), a limited liability company existing under the laws of Finland. This Agreement governs the Purchaser’s/User’s use of NMRS’ services and software as specified below.

For purposes of this Agreement, NMRS’ software (“Software”) means software created by NRMS for the purposes of the complete spectral analysis of NMR spectra and related data analysis in-cluding Cosmic Truth (CT). The Software shall include all updates and upgrades made to it from time to time as well as guidelines and manuals and other written, electronic or online materials or documentation related to it.

Installation and use of the Software is subject to terms and conditions set forth in this software ser-vice agreement (“Agreement”). By installing, using or accessing the Software or any materials included in or with the Software, the Purchaser/User hereby accepts this Agreement and therefore this constitutes a valid and binding agreement between the Purchaser/User and NMRS.

LICENSE

Upon the purchase of license the Software is not sold but licensed. As a compensation of the fees for the use of Software for the purpose set out above in section 1 (“Service”) subject to the NMRS’ applicable price list (“Service Fee”), NMRS hereby grants the Purchaser/User a non-exclusive, royalty-bearing, non-transferable, non-sub-licensable, limited and revocable right and license to use the Software programs and any additional components for the Service to the extent of the paid Service Fee during the license term (“License”).

NMRS may, upon its sole discretion, issue updates of Software, which will be made available to the Purchaser/User as determined by NMRS from time to time. The License includes these updates, when offered to the Purchaser.

The term of the Purchaser’s/User’s license under this Agreement shall commence on the date when the Purchaser/User accepts this Agreement by purchasing and using the License or the right for Service. The License ends on the date when the agreed License period terminates or by NMRS’ termination of this Agreement due to breach of this Agreement by the Purchaser/User.

The Purchaser’s/User’s License terminates immediately if the Purchaser/User fails to pay License Fees in full, attempts to circumvent any technical protection measures used in connection with the Software or the Purchaser/User otherwise uses the Software or Service in breach of the terms of this Agreement.

Upon the end of License period, the parties may agree on the terms concerning the storage of any Data or results thereof subject the NMRS’ applicable price list.

ROLES AND LIABILITIES

NMRS shall provide the Service and maintain the Software and any servers held or owned by NMRS. In the event the parties have agreed on the additional storage of the Data, NMRS shall maintain the Data subject to the NMRS’ applicable price list.

The Purchaser/User shall subscribe to the Service by providing NMRS with the necessary User information for the use of the Service including an active email address.

The Purchaser shall pay the Service by credit card or any other payment methods provided by NMRS.

The Purchaser/User shall be liable for the following requirements:

Providing the Data in a form suitable for the use of Service subject to the specifications set out by NMRS at [link]
Use of any instrumentation and/or software for generating the Data
Broadband internet connection to contact NMRS’ server
Active credit card
Privacy and safety issues on the client side (Firewall, passwords, security updates etc.)
Maintaining the user information (user ID and password) and personal user account infor-mation, if any.

RESULTS AND DATA

The use of Service may require the transfer of NMR spectra and molecular structure data (“Data”) to servers maintained by NMRS or the Purchaser. The Software uses the Data in order to create results concerning the analysis of the Data (“Results”).

Any such Data and Results as well as any intellectual property thereof shall remain the sole prop-erty of the Purchaser.

NMRS shall have the right to access any data uploaded to any server maintained by NMRS for the purpose of maintaining and improving Software and Service.

NMRS shall retain all rights to all modifications made to Software due to these maintenance and Service improvements. This in-cludes all knowledge (“Knowledge”) NMRS derives from Data and Results other than Data and Results itself.

The Purchaser hereby grants NMRS an exclusive, royalty-free, perpetual, irrevocable, fully trans-ferable and sub-licensable worldwide right and license to use this Knowledge in any way and for any purpose including, but not limited to the rights to reproduce, copy, adapt, modify or perform without any further notice or compensation of any kind for the whole duration of protection granted to intellectual and industrial property rights by applicable laws and international conventions. If not expressly prohibited by mandatory legislation, the Purchaser hereby waives any moral rights of paternity, publication, reputation, or attribution with Software under applicable law. This license grant to NMRS, and the above waiver of any applicable moral rights, survives any termination of this Agreement.

NMR shall not have access to Data or Results in the event the Service is used and Data and Re-sults are stored on a server maintained by the Purchaser/User unless separately agreed by the parties or subject to the terms on publication of sharing the Data and Results as set out in section PUBLICATION AND SHARING THE DATA AND RESULTS.

DATA STORAGE

NMRS provides additional services for data storage purposes. The Purchaser/User may store the Data, Results or any other similar data on NMRS server as separately agreed.

Any storage services are subject to the NMR’s applicable price list.

NMRS shall have no obligation to store any Data or Results in the event the Purchaser/User fails to pay applicable storage fees or the amount of Data, Results or other information stored in NMRS’ server is larger than agreed. In such events NMRS shall inform the Purchaser/User thereof in writ-ing to the email address provided to NMRS by the Purchaser/User. NMRS shall have no liability for the storage of any information stored at NMRS server in violation of this Agreement, separate stor-age agreement or applicable storage fees.

USER INFORMATION / PRIVACY POLICY

The use of Service by the personnel of the Purchaser/User requires registration and filing the in-formation necessary for the registration and the grant of user accounts.

NMRS shall use such User information only for the purpose of enabling the use and development of Service/Software and User account maintenance as well as for the purposes set out in the Pri-vacy Policy available here. NMRS shall not transfer any such User information to third parties and respects personal data rights in relation to applicable legislation.

For the sake of clarity it is noted that the Data or Results may be used by NMRS only for the purposes set out in Section RESULTS AND DATA above. Any rights to the Data or Results shall remain with the Pur-chaser/User as set out in Section INTELLECTUAL PROPERTY RIGHTS.

INTELLECTUAL PROPERTY RIGHTS

Unless separately agreed by the Parties or subject to the terms on publication of sharing the Data and Results, all intellectual property rights to the Data and Results shall remain with the Purchas-er/User.

The Software is being licensed to the Purchaser/User and the Purchaser/User hereby acknowl-edges that no title or ownership in the Software is being transferred or assigned and this Agreement is not to be construed as a sale of any rights in the Software. NMR retains all rights, title, and interest in and to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, source codes, themes, settings, software updates, artwork and moral rights whether registered or not and all applications thereof.

All rights relating to the Software, whether protected or not, are the exclusive properties of NMRS, are protected by the applicable international and national legal provisions and are under no circumstances transferred in full or in part within the context of the License to use the Software.

PUBLICATION AND SHARING

NMRS may grant the User discounts or other benefits based on Purchaser/User decision to publish or share Data or Results. Any publication or sharing the Data is always in the sole discretion of the User. In the event the User publishes any Data, Results or parts thereof, the User’s Data and Results are transferred to a Server controlled by NMRS and the User is provided with a key link enabling the sharing and reuse of the Data and the Results.

No changes to intellectual property rights for the Data or Results shall be conducted based on sharing or publishing the Data or Results. However, the User acknowledges and accepts that any act of publication or sharing is permanent and non-revocable.

Upon publishing the Data or Results the User shall grant any third parties (including NMRS) a permanent, royalty-free and unlimited right to use the Data or Results for any purposes.

NMRS may grant any User separate terms or methods (price discount etc.) for the use of Service intended for academic or research purposes (“Academic Use”).

The consent of the User for Academic Use of the Service shall be agreed separately in writing and in advance.

As consideration for the more beneficial terms of Academic Use, the User grants a per-manent, unlimited and non-revocable right to publish or share any Data or Results of the User. This right shall include any Data or Results that are used or created in connection with the Service.

In the event the Service is in Academic Use, the Academic Use prices in the NMRS’ applicable price list shall apply.

LICENSE LIMITATIONS

The Purchaser/User agrees not to:

distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Soft-ware, any copies thereof, or any passwords or usernames
make a copy of the Software or any part thereof,
make the Service or Software publicly available or available on a network for use or down-load by users not employed by or officially enrolled at Purchaser’s/User’s own organization;
upload or use the Service with any Data the Purchases has no full legal right to;
reverse engineer, decompile, disassemble, translate, prepare copies, databases or deriva-tive works based on or otherwise modify the Software, in whole or in part;
remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Software, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; or
interfere with Software access control measures or attempt to disable security features.

LIMITED WARRANTY

The Service and Software are provided “as is” including all faults, defects of inconsistencies that may occur from time to time. NMRS shall correct any defects in the Service or Software or release updates as NMRS may decide.

NMRS warrants that the Service will perform substantially in accordance with the accompanying instructions and pre-conditions of use delivered for Purchaser/User upon the use of the Service.

No warranties concerning the use or outcome of the Data or Results are given by NMRS. The out-come of the Results is fully connected to the quality of the Data collected or created solely by the Purchaser.

NMRS shall give no warranties whatsoever over the use of Data or Results in the Purchasers’ per-sonal or commercial use. The Purchaser/User uses the Data and Results at own risk and no guar-antees are provided by NMRS or third parties.

NMRS shall have no liability over the consistency of any devices used by the Purchaser/User in-tended for the use of Data or Results.

Any warranties as well as performance assurances require that :

The Service is used according to this Agreement;
The use of Service fulfills the requirement set out in Section 3.2;
Software is used according to the instructions and pre-conditions of use delivered to Pur-chaser; and
The Purchaser/User has the right to all Data uploaded to the Service or published or shared by the Purchaser.

LIMITATION OF LIABILITY

In no event will NMRS, its affiliates, licensors, suppliers or third partners be liable for any special, indirect, incidental or consequential damages resulting from possession, access, use or malfunction of the Software, including but not limited to, damages to property, loss of goodwill, computer failure or malfunction or, to the extent permitted by law, damages for personal injuries, property damage, lost profits or punitive damages from any causes of action arising out of or related to this Agreement, Service or the Software, whether arising in tort (including negligence), contract, strict liability or otherwise. In any case NMRS’ entire liability under any provisions of this Agreement shall be limited to the amount actually paid by Purchaser.

NMRS shall have no liability over any Data, Results or other information stored by the Purchas-er/User or any third party.

TERMINATION AND INDEMNIFICATION

NMRS shall have no liability over any Data, Results or other information stored by the Purchas-er/User or any third party.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of Finland without reference to its choice of law rules. The United Nations Convention for the International Sale of Goods shall not apply.

Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of Finland and further agrees to com-mence any litigation that may arise hereunder in the courts located in Finland.

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termi-nation or validity thereof shall be finally settled by district court of Pohjois-Savo.

Contact Information

If you have any questions, concerns or complaints regarding these Terms of Use:

Please contact us here