These Terms of Service shall govern the legal relationship between you (subsequently “Customer”) and ariadne-service gmbh (“Contractor”) relating to the use of the 3dEMtrace platform operated and maintained by the contractor.
By choosing ariadne-service gmbh as reconstruction services provider and paying the services through credit card transaction, the Customer confirms having received, read and understood these Terms of Service. Furthermore, the Customer accepts the Terms of Service as an integrated part of the legal relationship between Customer and Contractor regarding the use of the 3dEMtrace platform. Deviant contractual arrangements may prevail, provided they are agreed on in written form and explicitly govern to the use of the 3dEMtrace platform.
Art. 1: Scope of the 3dEMtrace Services
The Contractor undertakes to perform scientific data analysis for the Customer, including the segmentation of biological structures such as mitochondria, endoplasmatic reticula, synapses and / or nuclei in electron microscopy data according to Customer’s instructions (“the Services”).
- analysis of light microscopy data
- skeleton reconstruction of biological structures such as neurons and/or glia cells according to Customer’s instructions (together “the Services”).
Art. 2: Performance of Services, Advance Payment
- The Customer will provide a data set and upload it to the 3dEMtrace platform. The Contractor will trace a number of biological structures selected by the customer and deliver the corresponding results.
- The Customer is obliged to pay fees upfront through credit card transaction. Unless the contractor has received full payment, he is not obliged to perform any Services.
Art. 3: Contractors Right to Withdraw
The Contractor may withdraw at any time without prior notice – even after having received Customer’s payment – from performing the Services. In the event of withdrawal, the Contractor will reimburse the payment received. In any case, the Contractor’s liability is limited to the amount of the price for the Services.
Furthermore the Contractor retains the right to
- immediately halt any sale of any Service on the 3dEMtrace platform;
- prevent or restrict access to the 3dEMtrace platform;
- take any other action to restrict access to or availability.
Art. 4: Completion and Download of the Results
As soon as the task has been completed, the Contractor will inform the Customer by e-mail. Upon completion of the task, the processed results (including the skeleton reconstruction) remains available to download by the Customer for at least three months from her/his notification.
Art. 5: Customers’ Duty to Inspect the Results
Immediately upon delivery of the results, the Customer has the duty to inspect the processed data set and to report potential defects precisely to the Contractor not later than 30 days after delivery.
Art. 6: Documents belonging to the Customer
- Within the context of the mandate, the Customer will allow the Contractor to view comprehensive science-relevant data. All data received by the Contractor from the Customer through the 3dEMtrace platform will remain the exclusive property of the Customer. All data will be treated confidentially. The Contractor may not use them for a purpose other than to perform its obligations and to improve its internal operational processes.
- The Customer warrants that she/he owns the data she/he uploads to the 3dEMtrace platform or that she/he has acquired the necessary rights prior to the upload. In this respect the Customer will indemnify the Contractor for legitimate third party claims.
Art. 7: Ownership of the Work Performed
- The results of the Contractor's work arising from the Customer’s use of the Services belong to the Customer.
- The Customer warrants that she/he will use the Results for lawful purposes only.
Art. 8: Confidentiality
- The Contractor will keep confidential all results of the work that are produced within the use of the 3dEMtrace platform.
- Customer and Contractor will keep confidential all information they acquire through the use of the 3dEMtrace platform, except the fact, that the business relationship exists. Confidential information may be disclosed to third parties if required to do so by law. To the extent possible, the disclosing party shall notify its counterpart immediately about such mandatory disclosure.
- All obligations contained in this Article will also continue to apply without limitation once this contract has ended.
Art. 9: Liability
- The Contractors Liability is limited to gross negligence. In any case, the Contractors liability is limited to the amount of the price for the agreed service. The Contractor’s liability is in any event limited to the amount of payment made by the Customer.
- The Contractor disclaims liability for damages due to force majeure or any reason beyond Contractor’s control.
- The Contractor may hire subcontractors to perform the Services. In such event the contractor warrants that any subcontractor strictly adheres to the Contractor’s obligations under these Terms of Service.
Art. 10 Salvatorian Clause
Should any provision of these Terms and Conditions become partially or fully invalid or nonenforceable, the validity of the rest of the Terms and Conditions will not be affected. The invalid or nonenforceable provision shall be replaced by a valid and enforceable rule that comes closest to the intended economic purpose of the invalid rule. The same rule applies to any unintended omission in the agreement.
Art. 11: Applicable Law and Place of Jurisdiction
- The business relation between Customer and Contractor regarding the use of the 3dEMtrace platform shall be governed by and construed in accordance with the Laws of Switzerland without reference to conflict of law principles.
- Any matter, dispute or legal action arising out of or in connection with this agreement, whether contractual or non-contractual shall be exclusively brought in a court having jurisdiction in Buchrain, Switzerland.
Art. 12: Modifications and Amendments
The Contractor may amend these Terms of Service at any time without prior notice. The current version published on our website shall apply. If the Terms of Service are part of an ongoing business relation, the Contractor will notify the Customer by e-mail or other appropriate means if there is an amendment. Customer’s continued use of the 3dEMtrace platform following notification will constitute Customer’s acceptance of the respective amendment. If the Customer does not agree to any of the amended terms or any future terms, the Customer should inform the Contractor within 5 (five) business days from notification and immediately refrain from using or accessing the 3dEMtrace platform.