LICENSE AGREEMENT FOR ACADEMIC END USERS OF BIOBASE DATABASES


Please note:

The license applies only within your university or institute.
The database is not to be made available to third parties under any circumstances.
Please read the conditions of the license agreement carefully.

 


IMPORTANT NOTICE

 

PLEASE READ CAREFULLY: This BIOBASE end user license agreement (EULA) for Academic End Users (AEU) is a legally binding contract between you, an Academic End User (AEU) as legal entity, and "BIOBASE GmbH" with its registered company headquarter in Wolfenbüttel, Germany (BIOBASE) for BIOBASE's databases (DB).

 

Academic End User (AEU) is herein defined as: A university or public or governmental research institution covering various self-contained units as described above, performing non-commercial research and development.

 

DB contains one or several data banks of BIOBASE. The range of DB you license under this agreement is specified in your purchase order, which is an integral part of this EULA (ANNEX A).

By signing this contract, you certify that you are an AEU according to the aforementioned definition and that you accept this EULA in full. If you do not accept this EULA you are not entitled to use DB in any way. BIOBASE's willingness to license you access to the DB is expressly conditional on your acceptance of all terms of this license agreement.

 

§1

Contractual Subject Matters

  1. BIOBASE hereby grants to AEU the non-transferable, non-exclusive right to use DB for research purposes for the contract term stated in §2. AEU will be provided with a minimum of three releases within the contract term.
  2. AEU shall not be authorized to transfer contractual subject matter rights to third parties or to grant them corresponding utilization rights.

 

§2

Delivery and Contract Term

 

  1. AEU shall receive DB and related releases either by means of online access to the server of BIOBASE or by means of a file download via Internet. For either method, AEU will be provided with a user ID and password by fax or e-mail. DB is regarded delivered when the fax or e-mail has been released by BIOBASE and the successful transmission is confirmed by the fax or e-mail sending report.

    BIOBASE is allowed to reference AEU as a customer, such as in corporate press releases.

  2. The initial contract term is a period of 12 consecutive calendar months beginning with the month of delivery.
  3. After the initial term, the contract is extended automatically by 12-month periods. The contract can be terminated by either party with a 1-month notice to the expiration of a 12-month period.
  4. Either party has the right to terminate the contract with cause without notice. BIOBASE can terminate the contract with cause particularly in the event that AEU infringes on one or more of the obligations stipulated in § 3.
  5. In case of contract termination, whether regular or with cause, AEU shall be obligated to delete DB and all its elements on all computer compatible record carriers, data-storing, and data-processing equipment.

 

§3

Protection of DB

 

  1. Without prejudice to the utilization rights granted to AEU, BIOBASE shall hold all rights in DB including all copies and partial copies produced by AEU.
  2. AEU shall be obliged to retain all protective notes, copyright notes and other reservations of rights unchanged as well as to adopt those notes unchanged in complete or partial copies produced by AEU.
  3. AEU shall be obliged not to give third parties access to DB, neither to its online account nor to the original, complete or partial copies without the explicit consent of BIOBASE. Furthermore, AEU shall take precautionary measures in order to prevent third parties from taking possession of DB or parts of DB as well as to prevent third parties from using DB completely or partially. The term "third party" includes in particular any other AEU or company or other kind of organization cooperating with AEU. The limitations of §3.3 are not given for third parties who are covered by their own valid EULA. However, it is the responsibility and obligation of AEU to verify that such parties are duly licensed.
  4. Finally, AEU shall be prohibited from changing DB or from giving third parties access to changed versions of DB, irrespective of whether the changes are complete or partial, or from granting third parties any rights to changed versions of DB.

 

§4

Publications

 

AEU shall be authorized to publish excerpts from DB for scientific purposes within the usual range. For this purpose only a permanent storage of the excerpts to be published shall be permitted. However, concerning the excerpts from the DB, AEU shall be obliged to refer to BIOBASE within the scientific publications.

§5

Fees and invoicing

 

  1. The pricing depends on the size of the user population. Please e-mail sales-academia@biobase-international.com for a price quote.
  2. BIOBASE is entitled to revise the amount of the license fee for respective extension periods. BIOBASE will issue the invoice for the extension period 1 month prior to the expiry of the current term. The amount is due upon receipt of invoice. If AEU does not accept the revision, he is entitled to terminate the contract within two weeks after invoice receipt to the end of the month.

 

§6

Warranty

 

  1. BIOBASE shall produce, conduct and update DB to the best of its knowledge and belief. However, BIOBASE shall not give a warranty as to the characteristics or to the content of DB and its information. Moreover, any warranty concerning the completeness, up-to-dateness, correctness and usability of DB and its information shall be excluded.
  2. BIOBASE shall also not give a warranty to the user structure of DB complying with the requirements of AEU.

 

§7

Restriction of liability

 

  1. The liability of the contractual parties shall be restricted to damage caused intentionally or by gross negligence.
  2. Unless any misconduct on the part of the managing director or some other chief executives caused intentionally or by gross negligence does occur, the warranty on the part of BIOBASE shall be restricted as follows:
  3. Irrespective of the legal grounds, BIOBASE shall be liable only for damages that occur as a result of a negligent violation of one of the essential contractual obligations and thus endangering the aim of the contractual purpose. This liability shall be limited to damages typical of the contract, the emergence whereof each contractual party shall be aware upon concluding the contract.
  4. BIOBASE shall not be liable for a lack of economic success, loss of profits, indirect damages, consequential harm caused by defects, and claims raised by third parties.

 

§8

Final Clauses

 

  1. This contract shall be subject to the laws of the Federal Republic of Germany. If permissible, the parties agree on the city of Braunschweig serving as the concurrent place of jurisdiction. The place of performance shall be the city of Braunschweig.
  2. In of the event that a provision of this contract shall become completely or partially ineffective or impracticable, the effectiveness of the other provisions shall remain unaffected. The contractual parties shall be obligated to replace the ineffective or impracticable provision by such a provision that shall aim for the economic results formerly agreed upon within the ineffective or impracticable provision. The same shall be applicable to the bridging of any contractual gaps which may occur.


Please fill in the following form (Annex A) to order.


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