LANEXO^® Platform – Terms and Conditions of Use

These Terms and Conditions of Use (“Terms”) represent a binding agreement between you (“End User” or “you”) and Merck KGaA, located at Frankfurter Strasse 250, 64293 Darmstadt, Germany or one of its Affiliates (as defined below) referenced on commercial documentation provided to you, including but not limited to a quotation, invoice or order confirmation (“Provider”). These Terms govern your use of the LANEXO^® System, a digital laboratory inventory, safety & compliance management system (the “System”).

By using the System, you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms, please do not use the System.

1. System Access.
   Subject to these Terms, Provider provides you with access to the System in order for you to (a) conduct your internal business and research activities and (b) provide feedback to Provider regarding the System (“Permitted Use”). Your access to the System consists of the following:
   • limited, non-exclusive and nontransferable license to download, install and use the mobile application (“Application”) for your use on a mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with Provider’s documentation;
   • access to the LANEXO^® online application (“Website”); and
   • right to use other System components, such as RFID labels and access cards as provided by Provider.
2. Provider Materials
   Provider has and will retain sole control over the operation, provision, maintenance and management of Provider Materials, including the: (i) Provider Systems; (ii) selection, deployment, modification and replacement of the Software; and (iii) performance of any support services, maintenance, upgrades, corrections and repairs. Provider may, directly or indirectly, suspend, terminate or otherwise deny your access to or use of all or any part of Provider Materials. Provider reserves the right, in its sole discretion, to make any changes to Provider Materials that it deems necessary or useful to: (a) maintain or enhance the quality of the System or delivery of the Hosted Services to End Users; or (b) to comply with any applicable law. Provider may from time to time in its sole discretion develop and provide updates to the System or components thereof, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Provider has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the System and be subject to all terms and conditions of this Agreement. Except as specifically provided here in, nothing in these Terms grants to you any right, title or interest in or to any intellectual property rights in or relating to, the Provider Materials. All right, title and interest in and to the Provider Materials are and will remain with Provider.
3. End User Systems
   End Users have and will retain sole control over the operation, maintenance and management of, and all access to and use of, the End User Systems, and sole responsibility for all access to and use of the System by any person, including any: (i) information, instructions or materials provided by any of them through the System; (ii) results obtained from any use of the System; and (iii) conclusions, decisions or actions based on such use.
4. Subcontractors
   Provider may from time to time in its discretion engage third parties to perform its obligations hereunder, including any and all components of the System (each, a “Subcontractor”), such as but not limited to Amazon Web Services. End Users shall be deemed to accept any additional Subcontractor’s Terms and Conditions.
5. End User Obligations
   You will not, and will not permit any other person to, access or use Provider Materials except as expressly permitted herein. You will not: (a) copy, modify or create derivative works or improvements of Provider Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Provider Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of Provider Materials, in whole or in part; (d) bypass or breach any security device or protection used by Provider Materials or access or use Provider Materials other than as an Authorized User through the use of your own valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; or (f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner Provider Systems or Provider’s provision of services to any third party, in whole or in part; or (g) access or use Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other right of any third party or that violates any applicable law. If you become aware of any prohibited or threatened activity, you will immediately: (a) take all reasonable and lawful measures within its control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (b) notify Provider of any such actual or threatened activity.
6. End User Responsibilities
   You have and will retain sole responsibility for: (a) all End User Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of you in connection with your use of the System; (c) End User Systems; (d) the security and use of the Access Credentials; and (e) all access to and use of the System and Provider Materials, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. You will employ all reasonable physical, administrative and technical controls, screening and security procedures and other safeguards necessary to securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the System. You shall comply with all instructions, limitations, specifications, use statements or conditions of use made available by Provider, including but not limited to product data, product information, safety data sheets, limited use information and labeling.
7. Data Protection
   You acknowledge that Provider may process the following specified Personal Information for the purposes of fulfilling its obligations under these Terms: names and email addresses of Authorized Users, IP addresses, device data, browser, GPS, etc. Provider may also collect and / or process data to (i) ensure proper functioning of Services, (ii) assess performance, (iii) improve (iv) develop and / or customize new Services, or (v) communicate with you. You may opt out of some of those communications. You hereby agree and acknowledge that this may mean that the above specified Personal Information is transmitted to or accessed, processed or stored in countries with data protection laws different than those established under your national, state, provincial or local law, including but not limited to the United States. The data controller is the Provider and you shall have a right of access to and withdrawal of your Personal Information. In addition, with respect to the Application, you acknowledge that when you download, install or use the Application, Provider may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Without limiting any other representation, warranty or obligation of Provider under these Terms, Provider represents, warrants and covenants that Provider shall process only the Personal Information in performing its obligations hereunder, in accordance with consents received from you, and/or in accordance with the applicable laws.
8. Data Security
   At all times in connection with its actual or required performance of the Hosted Services hereunder, Provider shall maintain and enforce an information security program including safety and physical and technical security policies and procedures with respect to its Processing of your confidential information that comply with all relevant laws and regulations and are consistent with applicable industry practices and standards; and provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling or Processing of such information that ensure a level of security appropriate to the risks presented by the Processing of your confidential information and the nature of such confidential information, consistent with general industry practice and standards.
9. Warranty
   PROVIDER MATERIALS AND THE SYSTEM ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. Without limiting the foregoing, Provider makes no warranty of any kind that the System or any Provider Materials or any products or results of the use thereof, will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of any harmful code or error free.
10. Limitation of Liability
    In no event will Provider or any of its Affiliates be liable under or in connection with the System or any Provider Materials under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, for any: (a) loss of production, use, business, revenue or profit; (b) impairment, inability to use or loss, interruption or delay of the licensed software, (c) loss, damage, corruption or recovery of data, or breach of data or system security, or (d) consequential, incidental, indirect, exemplary, special, enhanced or punitive damages. In no event will the aggregate liability of Provider under or in connection with these Terms exceed the price effectively paid by you for the System. The foregoing limitation applies notwithstanding the failure of any agreed or other remedy of its essential purpose. Without limiting the provisions regarding and limiting warranty claims hereunder, all claims must be brought within one (1) year of delivery of Products or Software or performance of Hosted Services, regardless of their nature.
11. Termination
    Upon expiration and / or termination of your subscription to the System, you will no longer be able to access the System and / or Provider Materials. All End User Data hosted on the System shall be exported and removed from the System immediately. Provider expressly denies all warranties of any kind in relation with the completeness or accuracy or relevance of all exported End User Data. In addition, if you violate any of the terms and conditions hereof, Provider reserves the right to terminate your access or subscription to the System immediately. Upon termination: (a) all rights granted to you under these Terms will also terminate; and (b) you must cease all use of the System and delete all copies of the Application from your Mobile Device and account. Termination will not limit any of Provider’s rights or remedies at law or in equity.
12. Export Regulation
    The System may be subject to U.S. export control laws, including the US Export Administration Act and its associated regulations. End User shall not, directly or indirectly, export, re-export or release the System to, or make the System accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the System available outside the U.S.
13. Entire Agreement
    These Terms, our Privacy Policy and other terms and conditions contained in commercial documentation provided to you by the Provider constitute the entire agreement between you and Provider with respect to your access to the System and other subject matters addressed herein and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to such subject matters.
14. Definitions.
    “Access Credentials” means any user name, identification number, password, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the System.
    “Affiliates” means any other legal entity that directly or indirectly controls, is controlled by, or is under common control with Provider, for as long as such control exists.
    “Control”, “controlled by” and “under common control” refers
    (i) to the ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities or the capital stock of, or other comparable equity or ownership interest in the respective legal entity, or
    (ii) in the absence of such ownership interest, to the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the respective legal entity, by contract or otherwise.
    “Authorized User” means those End Users authorized to use the System via account(s) created by an End User for himself or herself or on behalf of End User by an administrative account.
    “End User Data” means information, data and other content, in any form or medium that is collected, downloaded or otherwise received, directly or indirectly from End User through the System. End User Data may include Personal Information.
    “End User Systems” means End User’s information technology infrastructure, including computers, software, hardware, databases, electronic systems and networks.
    “Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any
    (i) computer, software, firmware, hardware, system or network or
    (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby.
    “Hosted Service” mean the hosting, management, operation and management of Software for remote electronic access (via both Website and Mobile Application) and use by Authorized Users.
    “Personal Information” means names, email addresses, phone numbers and any other information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted or located. Personal Information includes all “Personal Data” as defined in the EU General Data Protection Regulation of the European Union (“GDPR”).
    “Process” means to take any action or perform any operation or set of operations that the Provider Systems are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.
    “Provider Materials” means the System, Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports or components such as RFID labels and access cards that are provided or used by Provider in connection with the System or otherwise comprise or relate to the System or Provider Systems. For the avoidance of doubt, Provider Materials include any information, data or other content derived from Provider’s provision of the System, but do not include End User Data.
    “Provider Systems” means the information technology infrastructure used by or on behalf of Provider in providing the System, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Provider or through the use of third-party services.
    “Software” shall mean Provider’s LANEXO^® software program, together with related documentation and components, including new releases, enhancements, and modifications provided hereunder, which is a component of the System and further described in in Provider documentation.