Terms and Conditions
AGREEMENT TO OUR LEGAL TERMS
We are Solu Healthcare Oy ("Company," "we," "us," "our"), a company registered in Finland at Kalevankatu 31 A 13, Helsinki 00100. Our VAT number is FI33417961.
We operate the website http://www.solugenomics.com (the "Site"), the application Solu Platform (the "App"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services"). We provide whole genome sequencing and a cloud platform for genomic surveillance data analysis. You can contact us by email at support@solugenomics.com or by mail to Kalevankatu 31 A 13, Helsinki 00100, Finland.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Solu Healthcare Oy, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Where you have entered into a separate written subscription agreement or accepted the Solu Platform Terms and Conditions in respect of your use of the Solu Platform, those terms govern your use of the Solu Platform and prevail over these Legal Terms to the extent of any conflict. The Data Processing Agreement published at https://www.solugenomics.com/dpa governs the processing of personal data and prevails over these Legal Terms in relation to that processing.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
We recommend that you print a copy of these Legal Terms for your records.
TABLE OF CONTENTS
- OUR SERVICES
- RESEARCH USE ONLY
- INTELLECTUAL PROPERTY RIGHTS
- USER REPRESENTATIONS
- USER REGISTRATION
- PURCHASES AND PAYMENT
- PROHIBITED ACTIVITIES
- USER GENERATED CONTRIBUTIONS
- CONTRIBUTION LICENSE
- APPLICATION LICENSE
- THIRD-PARTY WEBSITES AND CONTENT
- SERVICES MANAGEMENT
- PRIVACY POLICY
- TERM AND TERMINATION
- MODIFICATIONS AND INTERRUPTIONS
- GOVERNING LAW
- DISPUTE RESOLUTION
- CORRECTIONS
- DISCLAIMER
- LIMITATIONS OF LIABILITY
- INDEMNIFICATION
- USER DATA
- ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
- MISCELLANEOUS
- CONTACT US
1. OUR SERVICES
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2. RESEARCH USE ONLY
The Services are provided for Research Use Only. They are not a medical device, are not CE marked under Regulation (EU) 2017/746 on in vitro diagnostic medical devices, and are not intended or validated for use in the diagnosis, prevention, monitoring, prediction, prognosis, treatment, or management of disease in individual patients. For customers in the United States, the Services are labelled Research Use Only within the meaning of 21 CFR 809.10(c)(2) and are not for use in diagnostic procedures.
Any reports, analyses, classifications, or other results generated by the Services ("Output") must not be used as the sole or primary basis for any clinical or diagnostic decision concerning an individual patient. All clinical interpretation, validation, and decision-making remains the sole responsibility of you and your qualified personnel.
You are responsible for determining whether your intended use of the Services complies with the regulatory requirements applicable to you, including any obligations relating to in-house devices under Article 5(5) of Regulation (EU) 2017/746, or to laboratory developed tests in your jurisdiction.
You will not represent the Services, or any Output, as validated for diagnostic use.
3. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in Finland, the European Union, and around the world.
The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
- access the Services; and
- download or print a copy of any portion of the Content to which you have properly gained access,
solely for your internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: support@solugenomics.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Your data and your submissions
You retain all right, title, and interest in the microbial genomic data, related analytical results, and associated metadata that you upload to or generate through the Solu Platform ("Customer Data"). Nothing in these Legal Terms transfers ownership of Customer Data to us. Our processing of Customer Data is governed by the Solu Platform Terms and Conditions and the Data Processing Agreement.
By directly sending us any question, comment, suggestion, idea, or feedback about the Services ("Feedback"), you agree that we may use and share such Feedback for any purpose without compensation to you. This does not give us any rights in Customer Data.
4. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) if you are accepting these Legal Terms on behalf of an organisation, you have the authority to bind that organisation to these Legal Terms and to the Data Processing Agreement; (5) you are not a minor in the jurisdiction in which you reside; (6) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Services for any illegal or unauthorized purpose; and (8) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
5. USER REGISTRATION
You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. You will notify us without undue delay at security@solugenomics.com if you become aware of any unauthorised access to or use of your account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
6. PURCHASES AND PAYMENT
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.
Fees, currency, and payment terms are as set out in your order form, invoice, or subscription plan. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, and you are responsible for all applicable taxes. We may change prices at any time in accordance with your subscription terms. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services.
7. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available.
As a user of the Services, you agree not to:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Use any information obtained from the Services in order to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
- Use the Services for diagnostic purposes contrary to the "RESEARCH USE ONLY" section above.
- Engage in unauthorized framing of or linking to the Services.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of another user.
- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services' software. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
- Resell, sublicense, or otherwise make the Services available to any third party other than your authorised users.
- Use the Services to develop a product or service that competes with the Services.
8. USER GENERATED CONTRIBUTIONS
The Services allow you to upload Customer Data and to submit certain other content and materials to us or through the Services (collectively, "Contributions"). When you create or make available any Contributions, you represent and warrant that:
- You are the owner of, or have the necessary licenses, rights, consents, releases, and permissions in respect of, your Contributions, and have a lawful basis for providing them to us.
- Your Contributions do not and will not infringe the proprietary rights of any third party, including copyright, patent, trademark, trade secret, or moral rights.
- Your Contributions do not violate the privacy rights of any third party, and you have complied with all applicable data protection law in collecting and providing them.
- You will not include direct identifiers of natural persons (such as names, national identification numbers, patient record numbers, or contact details) in sample identifiers, file names, or metadata uploaded to the Solu Platform, and will apply pseudonymisation before upload.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not contain malicious code.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
9. CONTRIBUTION LICENSE
You retain full ownership of your Contributions, including Customer Data, and of any intellectual property rights or other proprietary rights associated with them. We do not assert any ownership over your Contributions.
You grant us a limited license to host, store, process, and transmit your Contributions solely as necessary to provide, secure, maintain, and support the Services, and as further set out in the Solu Platform Terms and Conditions and the Data Processing Agreement.
10. APPLICATION LICENSE
If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time other than by your authorised users; (6) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (7) use the App to send automated queries to any website or to send any unsolicited commercial email; or (8) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.
11. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services.
12. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
13. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://www.solugenomics.com/privacy-policy. The Privacy Policy describes how we process personal data for which we act as controller.
Where we process personal data on your behalf as a processor, that processing is governed by the Data Processing Agreement published at https://www.solugenomics.com/dpa, which forms part of these Legal Terms. By accepting these Legal Terms you also accept the Data Processing Agreement. If your organisation requires a signed counterpart, please contact support@solugenomics.com.
14. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION.
Termination of a paid subscription is governed by the Solu Platform Terms and Conditions or your separate written subscription agreement.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
15. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not materially reduce the core functionality of the Services during a paid subscription term without notice.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We will aim to schedule planned maintenance outside normal business hours in the EU where practicable, and to communicate it in advance where possible. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith, except as set out in your subscription terms.
16. GOVERNING LAW
These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of Finland, excluding its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
17. DISPUTE RESOLUTION
The parties will first attempt to resolve any dispute arising out of or in connection with these Legal Terms through good-faith negotiation. Failing resolution, any dispute shall be subject to the exclusive jurisdiction of the District Court of Helsinki (Helsingin käräjäoikeus), Finland.
18. CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
19. DISCLAIMER
We will provide the Services with reasonable skill and care. Subject to the foregoing and to the fullest extent permitted by law, THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, AND WE DISCLAIM ALL FURTHER WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. Output depends on the quality of the data supplied and on the state of the underlying reference databases and scientific methods. See the "RESEARCH USE ONLY" section above.
Nothing in these Legal Terms excludes or limits any warranty or liability that cannot be excluded or limited under mandatory Finnish law.
20. LIMITATIONS OF LIABILITY
Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under mandatory applicable law.
Subject to the foregoing, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, OR LOSS OF ANTICIPATED SAVINGS, ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Subject to the first paragraph of this section, our total aggregate liability arising out of or in connection with these Legal Terms is limited to the fees paid or payable by you in the 12 months preceding the event giving rise to the claim. This limit applies in aggregate across these Legal Terms, the Solu Platform Terms and Conditions, and the Data Processing Agreement.
21. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of: (1) your use of the Services in breach of these Legal Terms; (2) any breach of your representations and warranties set forth in these Legal Terms; (3) your violation of the rights of a third party, including but not limited to intellectual property rights; or (4) any claim that Customer Data was provided to us without a lawful basis or in breach of a third party's rights.
We will defend you against any claim that the Services, as provided by us and used in accordance with these Legal Terms, infringe a third party's intellectual property rights, and will pay any damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from modifications not made by us, or from use of the Services contrary to these Legal Terms.
The party seeking indemnity will notify the other promptly, allow the other to control the defence, and provide reasonable cooperation at the indemnifying party's expense.
22. USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. We perform regular routine backups of data as described in the Data Processing Agreement. You remain responsible for retaining your own copies of source data where your own regulatory or accreditation requirements so require.
23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.
24. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services, together with the Solu Platform Terms and Conditions and the Data Processing Agreement, constitute the entire agreement and understanding between you and us.
Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to an affiliate, or in connection with a merger or sale of substantially all of our assets, on notice to you.
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control, excluding payment obligations.
If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services.
Each party will comply with applicable export control and sanctions laws, including those of the European Union and, where applicable, the United States. You represent that you are not located in, and will not use the Services from, a jurisdiction subject to comprehensive applicable sanctions.
We will not use your name or logo publicly without your prior written consent.
25. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Solu Healthcare Oy
Kalevankatu 31 A 13
Helsinki 00100
Finland
support@solugenomics.com