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System Maintenance Notice

Please note that maintenance work is scheduled between 4 AM and 5 AM - CET. During this time, you may experience reduced performance. Thanks for your patience.

Conditions of Sale

BETWEEN

ScienceOne, a simplified joint stock company under French law with a capital of 150,000 euros, registered in the Paris Trade and Companies Register under number 900 749 060, whose registered office is located at 128 rue de la Boétie, 75008 Paris, represented by Mr. Lionel Guérin in his capacity as Chief Executive Officer with full powers for the purposes hereof. Hereinafter referred to as the “Editor”, and REGISTRED CUSTOMER, duly authorized for the purposes hereof, Hereinafter referred to as the “CUSTOMER”. Hereinafter referred to together as “the Parties” or individually as “the Party”.

 

Table of contents

PREAMBLE

 

PREAMBLE

ScienceOne publishes a social networking platform exclusively for health professionals, academic organizations and industries acting for the needs of their activity (hereafter “ScienceLeadR”).

The ScienceLeadR platform as a professional community facilitates collaboration between researchers, physicians and the entire medical community at the French, European and international levels.

The Customer wishes to access and use ScienceLeadR under the terms and conditions defined in this contract (hereinafter the “Contract”).

The Customer has received an advanced demonstration or free provisional access to evaluate the technology and the relevance of ScienceLeadR to its needs.

The Customer certifies the accuracy of all information provided under the Agreement. The Customer acknowledges having freely chosen ScienceLeadR and the Publisher, and having accepted the Agreement under its sole responsibility, it being specified that any use of ScienceLeadR implies acceptance of the Agreement.

The Parties have come together and have agreed on the following conditions:

 

Article 1 – Definition

The following terms used in the Agreement shall have the following meaning, whether singular or plural:

Anomaly: any malfunction that degrades or cripples the operation or one or more of the features of ScienceLeadR. Only authorized Users are allowed to contact technical support.

API (Application Programming Interface): a one-way connector allowing the transfer of Data from the ScienceLeadR platform to the Customer’s website.

Account: the space dedicated to each User allowing him to communicate and use the features of ScienceLeadR and to manage his Profile.

Terms of Use: terms and conditions of use of ScienceLeadR that each User must respect.

Contract: the present document and its appendices as well as any amendments and evolutions of the description of ScienceLeadR.

Correction: any correction(s) of Anomaly, not involving substantial modification of the functionalities, made available to the Customer by the Editor within the framework of the Maintenance.

Data: information of any kind, whether personal or not, including (a) any User account creation data; (b) any content or data published or shared by Users on ScienceLeadR; (c) any information collected by the Publisher to constitute the ScienceLeadR database; (d) any information submitted to support; and (e) any functional or usage information (e.g., IP addresses, browser and operating system types, and ScienceLeadR device type)

Upgrade: any update or new version of ScienceLeadR that includes new functionality provided under Maintenance.

Login: the User’s own ScienceLeadR login and password.

Maintenance: the services of Correction (corrective maintenance) and Evolution (evolutionary maintenance) of ScienceLeadR, and/or API(s), if any.

Privacy Policy: the contractual document available at Privacy Policy relating to the protection and processing of personal data forming part of the Agreement.

Customer’s Policy: the principles and policies in force at the Customer defining the use of IT tools and solutions, applicable to Users acting under its authority.

Profile: the contact information and professional descriptions of all individual or institutional healthcare professionals listed on ScienceLeadR.

ScienceLeadR: the social network platform for healthcare professionals that the Publisher makes available to the Customer under the terms of the Contract as well as any subsequent versions thereof.

User: all Users, natural or legal persons, acting under the authority of the Customer (employees, collaborators, partners, subcontractors, subsidiaries) having created an account and authorized by the Customer to use ScienceLeadR according to the Agreement.

 

Article 2 – Object

The Agreement sets forth the terms and conditions for the use of the ScienceLeadR platform.

The functions and features of ScienceLeadR, which may vary and evolve over time, are governed by the Agreement.

 

Article 3 – Contractual documents

The documents constituting the Contract are in descending order of priority:

  • the order defining the Customer’s special conditions.
  • the present document constituting the general conditions its riders and its appendices.
    • the description of ScienceLeadR accessible at Home page
  • the Privacy Policy and protection of personal data accessible at Privacy Policy
  • the Terms of Use that are binding on Users, available at Terms of Use.

In the event of a contradiction between one or more provisions contained in any of these documents, the higher-level document will prevail.

The Agreement constitutes the entire agreement between the Parties. It replaces and supersedes any prior oral or written agreement relating to the subject matter of the Agreement and supersedes any other agreement relating to the use of ScienceLeadR (including Customer’s GTCs on the back of the purchase order, for example) whether communicated before or after the Agreement is entered into.

 

Article 4 – Effective date, duration, and renewal

The Contract takes effect from the date indicated at the time of the order.

For natural persons or individual customers, the Contract is concluded without any commitment period. The Contract may be terminated at any time by using the termination function in the Customer Account. The cancellation will be effective within thirty (30) days. It will be confirmed by email. Any month started is due in its entirety.

For legal entities, the Contract is concluded for the duration indicated in the special conditions at the time of the order or, in the absence of any indication, for a duration of one (1) year. At the end of the initial term, the Contract shall be renewed by tacit agreement for renewal periods of the same duration. In the event of renewal, the Contract shall remain in force until the end of the renewal periods, unless terminated in advance by one of the Parties by registered letter with acknowledgement of receipt, three (3) months prior to the expiry of each period; the date of receipt shall be deemed authentic.

 

Article 5 – License – Rights to use ScienceLeadR

The Customer has a non-exclusive, non-transferable, and non-sublicensable right to access and use ScienceLeadR for the duration specified in the order.

For Customers who are individuals, use is strictly limited to the holder of the Customer Account.

For Customers who are legal entities, use is limited to the number of Users for which the Customer has subscribed.

The Customer is prohibited from making any temporary or permanent reproduction of ScienceLeadR by any means whatsoever, as well as any translation, adaptation, arrangement, decompilation or modification, in particular with a view to creating a similar service. The Customer is responsible for its use of ScienceLeadR, and, in particular, for compliance with the Terms of Use, available online at Terms of Use at the charge of the Customer and each User to refer to and comply with them. In general, ScienceLeadR must be used for its intended purpose. Consequently, any other use of ScienceLeadR by the Customer is prohibited.

The Editor may conduct an audit to ensure compliance with the Terms of Use and license by the Customer.

The license does not constitute an assignment of intellectual property rights to the Customer. ScienceLeadR remains the full and exclusive property of the Editor. The Customer is obliged to respect the proprietary notices appearing on ScienceLeadR, the media or the documentation.

The Editor expressly reserves the exclusive right to intervene on the source code of ScienceLeadR so that it can be used in accordance with its purpose and to correct the Anomalies and ensure the Evolutions. Only the Editor can perform the Maintenance. Except in the case of a proven failure by the Editor, the Customer is strictly forbidden to intervene or have a third party intervene on ScienceLeadR..

API Option. ScienceLeadR can be connected to the Customer’s website or other independently created software packages via APIs provided exclusively by the Editor. The APIs and information necessary for the interoperability of ScienceLeadR will be provided to the Customer upon request in accordance with the terms and conditions agreed upon by the Parties. It is expressly agreed that the information obtained by the Customer may not be:

  • used for any purpose other than to achieve interoperability of ScienceLeadR;
  • communicated to third parties, except as necessary for the interoperability of ScienceLeadR;
  • used for the development, production, or marketing of software that is substantially similar in expression or for any other act that infringes copyright.

The right to use the API is granted under the same terms and conditions as ScienceLeadR. The API only provides read access to the Customer’s Data. Generally, the Customer is solely responsible for any harmful consequences that may result from such interoperability.

 

Article 6 – Access to ScienceLeadR

Access via Internet. ScienceLeadR is hosted by the hosting provider indicated in the Privacy Policy. ScienceLeadR is accessible online by Users as described in the Order Form and the Terms of use. The Customer connects to the ScienceLeadR online public platform. It does not have its own instance.

Accounts and Logins. Each User must create a personal Account. Accounts are individual. The Customer has the right to control access to ScienceLeadR for a fee and to obtain reports on its use but has no rights to the personal Account.

The User IDs provide access to ScienceLeadR via the personal Account of each User. They are intended to restrict access to ScienceLeadR to the Customer’s Users, to protect the integrity of the Data and the availability of ScienceLeadR. The Identifiers are strictly personal and confidential, under the sole responsibility of the Customer, which ensures that the Users authorized to use ScienceLeadR do not communicate them to any third party. Any connection/operation made via the Customer’s Credentials is deemed to be made by the Customer. The Editor is not responsible for the use of ScienceLeadR by a third party using the Customer’s personal User IDs. In the event of loss or theft of a password, the Customer’s administrator must notify ScienceOne and is the only person authorized to request a password reset. In this event, the User shall inform the administrator without delay so that a new password can be sent to him.

 

Article 7 – Optional services

The API option allows the Customer to connect its designated software to ScienceLeadR. Thus, the Customer can

  • benefit from news content to feed its website (for example, the latest publications of the members of the learned society with the title and abstract of the publication as well as the names and surnames of the co-author members, the members associated with a new clinical study, etc.);
  • to have an extended directory of its members or Users; each member designated by a personalized abstract.
  • highlighting of information related to the pathology(ies) studied by its organization.

The API Option including its deployment and maintenance will be subject to a specific quote and order.

 

Article 8 – Support/Assistance

ScienceOne provides support through a help desk. The Customer may submit a support request, ask a question, or report a problem with ScienceLeadR by creating a ticket. ScienceOne will respond to each support ticket within 24 working hours after the Customer receives a confirmation email indicating that the support ticket has been created by the support team.

 

Article 9 – ScienceLeadR Maintenance

Only the Users designated by the Customer will be able to contact the Editor for the maintenance of ScienceLeadR. For the Customer, legal entities, the list of authorized Users is provided by the Customer at the start of the project.

Corrective Maintenance. In case of Defects, except in cases for which it cannot be held responsible and outside of nonworking hours, the Editor undertakes to implement all means at its disposal to ensure a Correction of ScienceLeadR as soon as possible from the time of reporting by the Customer, working hours being understood as hours of accessibility to technical assistance. Anomalies do not include any problems with the implementation of the User Guide instructions by Users.

The Editor is not responsible for the Maintenance in the following cases (a) refusal of the Customer to cooperate in the resolution of the Defects and in particular to answer the questions and requests for information of the Editor; (b) use of ScienceLeadR in a way not in conformity with its destination or with the granted license; (c) unauthorized modification of ScienceLeadR by the Customer or a third party; (d) failure of the Customer to meet its non-financial obligations under the Agreement; (e) implementation of any software package, software or operating system not compatible with ScienceLeadR or failure to comply with the prerequisites; (f) failure of electronic and electrical communication networks; (g) willful act of degradation, malice, sabotage; (h) deterioration or inaccessibility due to force majeure or misuse of ScienceLeadR.

Evolutive Maintenance. The Editor makes available to the Customer Evolutions of ScienceLeadR to consider the evolution of the best technical standards and the needs of the market or the regulations. The Editor will consider the feedback and expectations expressed by the Users.

The price of the Maintenance is included in the ScienceLeadR fees.

 

Article 10 – Data rules

Customer retains all right, title, and interest (including intellectual property rights) in and to its Data.

Customer agrees that the Profile Data it shares may become part of the ScienceLeadR database. Customer grants ScienceOne a non-exclusive, perpetual, worldwide, royalty-free right to use its Profile Data solely for the purpose of offering ScienceLeadR and providing support in accordance with the Agreement.

Data collected by ScienceOne from external sources will be a true copy of the data on that source. ScienceOne cannot technically modify the Data from the source. Nor can it be modified via ScienceLeadR. Any request for modification must be made to the source. ScienceOne can only remove access to the source.

ScienceOne as a processor within the meaning of the GDPR processes personal data in accordance with the Privacy Policy.

At the end of the Contract and upon request of the Customer, a legal entity, ScienceOne will provide it with a list of the members registered in the ScienceOne database belonging to the Customer. Each Member, a natural person, may obtain a list of the Data concerning him or her upon request. The Data is transmitted in Excel format.

In addition, Users remain subject to Customer’s internal policy where such a policy exists. Customer is responsible for its Users’ compliance with its Internal Policy, Terms of use, and Privacy Policy.

Customer shall ensure that (a) its Profile Data is accurate and complete; (b) it obtains all necessary rights and consents required by law from Users and data subjects to allow the collection and use of Data submitted in the course of using ScienceLeadR; and (c) its use of ScienceLeadR, and of the Data under the Agreement, does not violate the law or any rights of third parties, including but not limited to, intellectual property rights or rights of privacy or publicity. If any use or Data violates applicable law, Customer agrees to cease use or remove the Data immediately from ScienceLeadR. Customer is responsible for any decision to share Data on ScienceLeadR. Finally, ScienceOne is not responsible for the use, viewing, modification or deletion of Customer’s Data by persons whom it has authorized to do so.

Customer agrees to comply with the Terms of use and the Privacy Policy.

ScienceOne may also generate statistical and analytical data from the use of ScienceLeadR. However, this data will not contain any personal data.

 

Article 11 – Privacy

Each Party agrees that all business, technical and financial information that it (as the “Receiving Party”) obtains from the sending party (“Sending Party”), in connection with the Agreement, constitutes confidential information of the Sending Party (“Confidential Information”), provided that it is identified as confidential or proprietary at the time of disclosure or is reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorized, the Receiving Party will (a) maintain the confidentiality of and not disclose any Confidential Information to third parties and (b) not use the Confidential Information for any purpose other than to fulfill its obligations and exercise its rights under the Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives who have a legitimate need to know, provided that they are bound by confidentiality obligations at least as protective of the Disclosing Party’s Confidential Information as this section and the Receiving Party remains responsible for such person’s compliance with these terms.

The Confidentiality Obligations of the Receiving Party shall not apply to information that the Receiving Party can demonstrate (a) was lawfully in its possession or knew of prior to receipt of the Confidential Information; (b) is or has become publicly available through no fault of the Receiving Party; (c) it was legitimately obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) it was independently developed by employees of the Receiving Party who did not have access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided that (except if it is prohibited by law) the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.

The Receiving Party acknowledges that use or disclosure of the Confidential Information in violation of this Section may constitute a material breach for which damages alone would not be an adequate remedy. Therefore, upon any proven use or disclosure by the Receiving Party, the Disclosing Party shall be entitled to seek appropriate equitable relief without limitation in addition to any other relief it may have at law.

 

Article 12 – Financial conditions

The Customer agrees to pay the price of the license fees, the amount and billing terms of which are specified in the order form. By default, the license fees including Maintenance are collected annually and the payment term of any invoice is thirty (30) days, invoice date.

The price of support and Maintenance are included in the license fee. All other services (implementation, integration, configuration, or training…) are invoiced separately by the Editor after acceptance of the estimate by the Customer.

Prices and fees are exclusive of taxes and any travel expenses. The Customer shall reimburse the Editor for reasonable travel, lodging, meal, and related expenses incurred by the Editor’s personnel in connection with the services provided under the Agreement.

From the date of expiration of the Initial Term, the fee is subject to change in accordance with changes in the Syntec index by application of the following formula:

P = Po (S/So) where:

P = Price after revision

Po = Original price

So = SYNTEC index, or any new index officially substituted for it, published on the date of signature of the Contract

S = The most recent SYNTEC index, or any new index officially substituted for it, known on the revision date. Any delay in the determination of the replacement index shall have no effect on the payments which shall be made at the due dates and shall be subject to subsequent adjustment.

Moreover, to restore and maintain the balance of the Contract, the Editor reserves the right to apply without formality price increases corresponding to the costs of hosting or services (labor, electricity, third party licenses …) at a maximum rate of two (2) changes per calendar year.

Any invoice dispute must be notified and justified within fifteen (15) days by registered letter with return receipt.

Any period of the right of use concession started is due in full.

Without prejudice to the termination of the Contract, any failure to pay, even in part, any amount due under the Contract may automatically and without the need for a formal notice lead to the collection of late payment interest calculated on the amount exclusive of tax of the unpaid amount from the day it falls due to the day of payment at the ECB refinancing rate plus 10 points. The interest due for a full year shall bear interest at the same rate in accordance with Article 1343-2 of the Civil Code. The Editor shall also be entitled to a fixed indemnity for collection costs of 40 euros. When the collection costs incurred are higher than the amount of this fixed compensation, the Editor may ask for an additional compensation, with proof. Fees.

Without prejudice to any other rights under the Agreement, in the event of late payment, the Editor may suspend all or part of ScienceLeadR until payment has been made in full.

 

Article 12 – Contract termination

ScienceOne reserves the right to terminate the Agreement with reasonable notice or to immediately suspend access to ScienceLeadR in the event of non-compliance with the Agreement or if such action is necessary to prevent any breach of the security, stability, availability, or integrity of ScienceLeadR.

Upon termination of this Agreement (a) Customer and its Users will no longer be able to use the paid version of ScienceLeadR; (b) Customer shall promptly pay ScienceOne any amounts due prior to termination. Unless otherwise provided in the Agreement, the exercise of any remedy by either Party, including termination, is without prejudice to any other remedy it may have.

Termination of the Agreement by Customer is described in Section 4.

 

Article 13 – Liability

ScienceOne is not liable for the information and Data shared via the ScienceLeadR platform. It is the Customer’s responsibility to use such information wisely and in accordance with applicable laws. ScienceOne is not liable for (a) the use of Profile Data and (b) information, opinions and recommendations provided by third parties.

ScienceOne shall not be liable for Customer’s use of related services offered by third parties that it did not provide or for any services or applications that Customer uses in connection with ScienceLeadR.

Customer shall hold ScienceOne (and its representatives and employees) harmless from and against any damages, liabilities for and costs (including reasonable attorneys’ fees) of any claims by third parties or Users, among others, arising out of or in connection with Customer’s proven breach of the Agreement, T and Privacy Policy. ScienceOne may participate in the defense and settlement of any such claim with its own counsel and at its own expense. The Parties may not make any commitment on behalf of the other Party without its prior and express consent.

ScienceOne expressly disclaims all warranties whether express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose.

ScienceOne does not warrant that ScienceLeadR will operate uninterrupted or error-free.

Neither Party will be liable for loss of use, lost or inaccurate data, business interruption, delay costs, or indirect or consequential damages (including lost profits) and ScienceOne’s total liability for the other Party shall not exceed the amount actually paid or payable by Customer to ScienceOne during the twelve (12) months prior to the occurrence of the tort.

The Parties agree that neither of them shall limit or exclude their liability for matters that cannot be limited or excluded by law. For example, the limitations of liability shall not apply to liability for death or personal injury or for fraud, gross negligence, or willful misconduct.

The limitations of liability shall survive the term of the Contract.

 

Article 14 – Insurance

The Parties have taken out the necessary insurance to cover the risks associated with their business. The Editor undertakes to provide proof of such insurance to the Customer upon the latter’s express request. The Editor undertakes to maintain such insurance coverage throughout the term of the Agreement and to provide proof thereof upon request by the other Party.

 

Article 15 – Applicable law

The Contract is subject to French law, to the exclusion of any other legislation.

It is written in French. If is translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.

The software is not a dual-use item (DUI) as defined in the regulation (EU 2021-821). Its export is not subject to authorization.

In case of dispute, the Customer agrees to contact ScienceOne to try to resolve the dispute amicably.

IN THE EVENT OF FAILURE TO FIND AN AMICABLE SOLUTION WITHIN FOUR (4) MONTHS, IT IS EXPRESSLY UNDERSTOOD THAT ANY DISPUTE RELATED TO THE PERFORMANCE, INTERPRETATION OR VALIDITY OF THE CONTRACT WILL BE SUBJECT TO FRENCH LAW AND JURISDICTION, and in particular to the competent courts of Paris.

 

Article 16 – General information

The Customer acts in his own name and for his own account. The Customer has no authority or authorization to bind the Publisher in any manner whatsoever. Nothing in this Agreement shall be construed as creating an agency, affiliate, agent or employee-employer relationship between the Customer and the Editor.

The Parties shall be fully liable for any failure by either of them to perform any or all of their obligations as a result of force majeure. Expressly, are considered as force majeure or fortuitous events those usually retained by the jurisprudence of the French courts. In the event of the occurrence of such an event, the Party that suffers from it shall only be relieved of the affected obligation for the duration of the event in question, all other obligations incumbent upon it remaining in force. The Party suffering such an event shall be obliged to inform the other Party in writing of such event within three (3) days of its occurrence, and to perform the obligation it has been prevented from performing as soon as the event in question has ended. If the duration of such impediment exceeds ninety (90) consecutive days, the Parties shall confer within eight (8) days following the end of such period to consider in good faith whether the Contract should continue or be terminated. In the event of disagreement and/or impediment persisting at the end of these eight (8) days, the Party aggrieved by the non-performance of the obligation prevented by the event in question shall have the right to terminate the Contract without notice.

In the event of nullity of any provision of the Contract, the other provisions shall remain in force. The Parties shall then agree to adopt a new provision which shall replace the provision in question.

The Customer expressly authorizes the Editor to mention the Customer’s name and/or trademark as a commercial reference, and to reproduce them on its promotional documents.

The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of its rights under this Agreement.

All legal actions against the Editor, unless otherwise provided by public policy, must be brought within two (2) years of the first claim or breach.

ScienceOne may, at any time, modify the Terms of use or Privacy Policy to comply with applicable data protection or other laws, and will provide notice of such modification by e-mail, through the Service, or by other reasonable means. By continuing to use ScienceLeadR for fourteen (14) days after such notice, Customer agrees to such modification.

Neither Party may assign the Agreement or its rights or obligations under the Agreement without the prior written consent of the other Party. However, ScienceOne may assign the Agreement without Customer’s consent to any of its affiliates or in the event of a merger, acquisition, or transfer of all its assets or voting securities. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each Party. Unauthorized assignments shall be void and shall create no obligation for ScienceOne.

No Third-Party Beneficiaries. The Agreement is for the benefit of ScienceOne and Customer, and there are no third-party beneficiaries.

Subcontractors. ScienceOne may use subcontractors and authorize them to exercise ScienceOne’s rights under the Agreement, but ScienceOne remains liable for performance of the Agreement to Customer.

Done at PARIS, in as many copies as there are Parties.