General Terms and Conditions for the Biognosys Proteoverse^TM Digital Proteome License

September 2025

 

 

These General Terms and Conditions for the Biognosys Proteoverse^TM Digital Proteome License (“GTC”) set forth the terms and conditions under which Biognosys AG (“Licensor”) will license the Proteoverse^TM Digital Proteome and any components thereof that Licensee (as defined below) has received from Licensor.

 

1. Definitions
Capitalized terms used in this Agreement shall have the meanings assigned to them next to the defined term printed in bold letters. In addition, the following terms shall have the meaning defined in this Section 1:
“Affiliate” means any person, firm, association, organization, corporation, company, or other entity which: (i) is Controlled by a party hereto; (ii) Controls a party hereto; or (iii) is under common Control with a party hereto. “Control” is assumed when more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity.
“Agreement” shall mean the agreement concluded between the Parties, containing these General Terms and Conditions, including any Quote and any other contract documents as agreed between the Parties. In case of conflict or any inconsistencies between the terms of any of the afore listed documents, the terms of Quote shall prevail over GTC; GTC shall prevail over any other contract documents unless it is explicitly stated in other documents that this particular term shall prevail and this document is executed in writing (including by e-signature) by both Parties. Any terms and conditions of Licensee on any of its acceptance forms, purchase order or other documents are explicitly excluded from this Agreement.
“Documentation” shall mean any materials, in electronic, written, or oral form, of Licensor made available to Licensee relating to the Proteoverse^TM Digital Proteome, including, without limitation, description of the data provided and the material & methods applied user guides, tutorial and other instruction materials and online help information made available via Licensor’s webpage.
“Effective Date” shall mean the date of the Proteoverse^TM Digital Proteome delivery to Licensee.
“Fee” shall mean license fee as identified in the Quote.
“GTC” shall mean these present General Terms and Conditions for the Biognosys Proteoverse^TM Digital Proteome License.
“Licensee” shall mean the Party identified under the shipping address in the invoice.
“Licensed Materials” shall mean the Proteoverse^TM Digital Proteome, the Documentation as well as any other material or information made available to Licensee under or in relation to this Agreement.
“Party” shall mean, as the case may be, Licensor or Licensee, and Parties shall mean Licensor and Licensee collectively.
“Quote” shall mean a commercial offer issued by the Licensor to the Licensee, specifying the applicable license fee, the duration of the license term, the permitted use of the Licensed Materials, maximum number of hours for the follow up questions / customer support included into the Fee. The Quote may also include additional commercial terms such as payment schedule, applicable discounts, and any optional services or features. Each Quote shall be valid for the period stated therein and shall become binding only upon acceptance by the Licensee and confirmation by the Licensor.
“Results” shall mean the results of the analysis performed by Licensee with the use of the Proteoverse^TM Digital Proteome.
“Section” shall mean any of the numbered Sections contained in the GTC.
“Support” shall mean responding to technical questions about the Proteoverse^TM Digital Proteome usage, giving advice on interpretation of data, helping to understand and read generated information by the Licensee.
“Territory” shall mean the country of Licensee domicile.
“Proteoverse^TM Digital Proteome” shall mean unbiased collection of biological insights from tissue and biofluid samples provided in the form of acquired raw files; data obtained via Spectronaut(R) as .sne file as well as a report from this search as .tsv file.

 

2. Introduction
This Agreement is an agreement between Licensee and Licensor for the rights of use of Software. BY ACCEPTING THE QUOTE, LICENSEE AGREES TO THE TERMS AND CONDITIONS HEREIN.
If Licensee does not agree to the terms of these GTC, Licensor is unwilling to license the Proteoverse^TM Digital Proteome to Licensee.
By purchasing the license and using the Proteoverse^TM Digital Proteome Licensee accepts the terms of these GTC.

 

3. Grant of License
Licensor grants to Licensee a non- exclusive, non-transferrable, non-sublicensable License for the right to use the Proteoverse^TM Digital Proteome for internal research and development within the Territory (“Agreed Use”). It is a one-time Fee License.

 

4. Restrictions
The License grant under Section 3 shall not include any rights other than the Agreed Use and it shall, in particular and without limitation to the generality of the foregoing, exclude the right (i) to make any use of the Licensed Materials that is not the Agreed Use or that is not any of the intended uses of the Licensed Materials, as provided for in the Documentation; (ii) to sell or sub-license Licensed Materials to any third party; (iii) to make any use of the Licensed Materials in a clinical diagnostic setting, to provide a diagnostic service or product, or to otherwise use the Licensed Materials for clinical diagnostic purposes; (iv) to make any amendment or modification to or to create any derivative work of the Licensed Materials or any part thereof; (v) to make the Licensed Materials or any part thereof available to any unauthorized User or third party; and (vi) to remove or alter any copyright notice or other proprietary rights notices placed on or embedded in the Licensed Materials or any part thereof. Further, Licensee shall not make any unlawful use of the Licensed Materials.

 

5. Fees and Payment
(a) In consideration for the license grant as set forth in Section 3, the delivery of Licensed Materials and the provision of Support, Licensee agrees to pay to Licensor the Fee as set forth in the Quote. If the license is terminated or amended (in full or in part), Licensee will not be entitled to a refund of Fees already invoiced or paid.
(b) Licensor will issue an invoice with applicable Fee to Licensee on acceptance of the Quote and these GTC. All invoices for any Fees payable under this Agreement shall be paid by Licensee within thirty (30) days of the date of Licensor’s invoice unless another payment period is stipulated in the Quote of Licensor’s invoice.
(c) All Fees stated in the Quote and respective invoice shall be exclusive of VAT, withholding and other taxes, if applicable, and such VAT and/or taxes shall be borne by Licensee in addition to the respective Fee.
(d) If any sum due from Licensee to Licensor under these GTC and respective invoice is not paid within seven (7) days of its due date then (without prejudice to any other rights and remedies available to the Licensor) Licensor reserves the right to charge, and the Licensee agrees to pay, interest on such sum on a day to day basis at the annual rate of 18% interest rate from the date when payment became due until the date on which payment has been received together with any interest which has accrued.

 

6. Intellectual Property
(a) Licensee acknowledges that any and all Intellectual Property Rights which subsist in or arise in connection with the Proteoverse^TM Digital Proteome anywhere in the world belong to the Licensor (or its licensors) and that Licensee shall have no right in or to the Proteoverse^TM Digital Proteome or the Documentation save the right to use it as permitted by these GTC.
(b) Licensee shall own and retain title to all Intellectual Property Rights that may exist in any of the Results. In particular, for the avoidance of doubt, the Parties agree that discoveries that Licensee makes while using the Licensed Materials in conjunction with any of its own or third party data or materials, are not considered to be intellectual property of Licensor. Licensee acknowledges and agrees that it shall itself be responsible for and assume the risk of the accuracy and integrity of the Results.
(c) If and to the extent Licensee provides to Licensor any suggestions, improvements, modifications, feedback, error identifications or other information related to the Licensed Materials (the “Feedback”), Licensee hereby grants to Licensor a fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide, non-exclusive license to: (i) use and exploit such Feedback to modify or improve the Licensed Materials, and (ii) use, copy, prepare derivative works of, display, make, sell and otherwise distribute any products and/or services incorporating or utilizing such Feedback.

 

7. Support
(a) Licensor agrees to provide Licensee on request, with a follow up support related to the Proteoverse^TM Digital Proteome use and interpretation of the Results up to 2 hours of Licensor’s 1 FTE (full time equivalent) during the first six (6) months of License. If Licensee will require more support, Licensor will charge additionally for any extra support in accordance with its current rates which will be communicated to the Licensee in writing before any such support is provided.
(b) At a sole discretion of Licensor, Licensor may provide updates to the Proteoverse^TM Digital Proteome (if any) to Licensee.

 

8. Confidentiality
(a) Information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement and designated by the Disclosing Party as proprietary or confidential (the “Confidential Information”) shall be kept confidential by the Receiving Party and the Receiving Party shall not, without prior consent of the Disclosing Party, disclose such Confidential Information to any third party (other than its own employees, subcontractors or agents to whom Confidential Information can be disclosed on a need-to-know basis and subject to confidentiality obligations equivalent to those stipulated herein) or use such Confidential Information for any purpose other than as set forth in this Agreement. Notwithstanding the foregoing, Confidential Information may be disclosed by the Receiving Party if and to the extent such Confidential Information (and provided the Receiving Party has respective evidence to support any of the following): (i) is public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of negligence by the Receiving Party; (ii) is already known to the Receiving Party prior to its receipt from the Disclosing Party; (iii) was demonstrably developed by the Receiving Party without using information disclosed by the Disclosing Party to the Receiving Party; or (iv) was rightfully obtained by the Receiving Party from unrestricted third parties. For the avoidance of doubt, the Parties expressly agree that Licensee Data and the Results shall be Confidential Information of Licensee, and the Licensed Materials shall be Confidential Information of Licensor.

 

9. No Warranty, Exclusion and Limitation of Liability
(a) Licensor warrants that:
(i) it has the right to enter into this Agreement and to grant Licensee a license to use the Proteoverse^TM Digital Proteome as provided in this Agreement;
(ii) any services provided under this Agreement will be performed with reasonable skill and care and diligence in a good and workmanlike manner and that all of the Licensor’s personnel engaged in fulfilling its obligations under this Agreement will possess sufficient qualifications and professional competency and experience to carry out such services in accordance with the foregoing standards.
(b) Licensee accepts all responsibility for the selection of the Proteoverse^TM Digital Proteome to meet its requirements. Licensor does not warrant that the Proteoverse^TM Digital Proteome and/or the Documentation will be suitable for such requirements. The Licensed Materials are provided to Licensee as-is and any express or implied representation, warranty or indemnification obligation, including, without limitation, any implied representation or warranty of merchantability, fitness for a particular purpose or non-infringement of IP rights is hereby expressly excluded to the maximum extent permitted by applicable law.
(c) To the maximum extent permitted by applicable law, Licensor shall not be liable to Licensee for lost profits, any loss occurring from infringement of patent or other IP rights, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages.
(d) The aggregated total liability of the Licensor towards the Licensee in respect of any cause of action relating to or arising out of this Agreement shall not exceed the total amount of fees payable by Licensee to Licensor under this Agreement.
(e) The Licensee understands and agrees that unless specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right and remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. Each Party agrees that, in the event of any breach or threatened breach, including if the Licensee breaches Section 4 of this Agreement, the non-breaching Party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching Party shall, in addition to any other legal or equitable remedies, be entitled to seek an order for specific performance, or an injunction or similar equitable relief against such breach or threatened breach, without the necessity of posting any bond. In any action or proceeding to enforce this Agreement by the Licensor, especially related to the breach of Section 4 by the Licensee, the Licensor will be entitled to recover from the Licensee the actual costs, expenses, INCIDENTAL or CONSEQUENTIAL DAMAGES, and attorneys’ fees that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

 

10. Term and Termination
(a) This Agreement shall be effective as from the Effective Date. It shall remain in force for as long as Licensee is using the Proteoverse^TM Digital Proteome (the “Term”).
(b) During the Term, the Agreement may be terminated at any time with immediate effect by giving notice in writing (including by email) to the other Party (i) by either Party if the other Party is in material breach of the Agreement and such breach, if curable, remains uncured for more than fifteen (15) days after the terminating Party requesting the other Party in writing to cure the breach; (ii) by Licensor if Licensee becomes or is declared insolvent, enters into liquidation or into any debt restructuring or similar proceedings; (iii) by Licensor if Licensee fails to pay the Fee that is outstanding for more than thirty (30) calendar days and not paid within fifteen business (15) days from the receipt of a reminder from Licensor requesting the payment of the outstanding fees; and/or (iv) by Licensor if Licensee does not agree to the modified terms of these GTC as set forth in Section 11 below.
(c) If either Party is unable to perform its obligations, including a statutory and/or guaranteed obligation due to circumstances beyond its reasonable control (force majeure), the time of performance will be extended by a period equal to the length of time it takes to overcome the force majeure event. Circumstances beyond Licensor’s reasonable control include, without limitation, war or acts of terrorism, power failures and failures of the internet, data network or telecommunication facilities, failures by Licensor’s suppliers to meet their obligations as a result of force majeure, measures by public authorities, (cyber) crime, general transport problems and defects in goods, hardware, software or materials of third parties that Licensor has used on the Licensee’s instructions. If a force majeure situation lasts for more than sixty days, either Party has the right to terminate the Agreement in writing, without any obligation to pay compensation for damages.
(e) Upon termination of this Agreement, Licensee shall cease all use of Licensed Materials and destroy all copies of Licensed Materials (excluding any Background Materials included in Results) in Licensee’s possession or control.
(f) Except as otherwise expressly provided in this Agreement, Sections 1 (Definitions), 4 (Restrictions), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (No Warranty, Exclusion and Limitation of Liability), 12 (General Provisions) and 13 (Governing Law and Place of Jurisdiction) shall survive termination of this Agreement. The termination of this Agreement shall not affect the obligations of the Parties accrued during the Term.

 

11. Amendments of the Agreement
The Licensor reserves the right to modify these GTC at any time. Any such modifications will be effective immediately upon posting the revised GTC on the Licensor’s website. The GTC version valid at the date of Licensee’s purchase of the License shall be applicable during the whole Term.

 

12. General Provisions
(a) Other than as expressly set forth in this Agreement, no person other than the Parties shall have any rights or benefits under this Agreement, and nothing in this Agreement is intended to confer on any person other than the Parties any rights, benefits or remedies.
(b) Unless otherwise agreed in writing by both Parties, all notices must be in writing, and delivered personally or sent by courier, certified mail (return receipt requested) addressed to the relevant Party(ies) at their respective addresses set forth above for Licensor and in the purchase order and/or invoice for the Licensee. Either Party may specify a different address to receive notices by providing a notice in accordance with this Section12(b). Notices sent by courier or certified mail are effective upon receipt or 5 business days after dispatch, whichever occurs first. For the avoidance of doubt, operational correspondence and copies of the official notices can be sent to email addresses specified in the Quote and purchase orders.
(c) This Agreement, and any other documents referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the parties relating hereto. All references to this Agreement shall be deemed to include the Annexes hereto.
(d) No failure to exercise, nor any delay in exercising, on the part of any Party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.
(e) Licensee shall not assign this Agreement or any rights or obligations hereunder, including, but not limited to, by way of a business transfer (Vermögensübertragung) or demerger (Abspaltung), to any third party without the prior written consent of Licensor. Licensor may assign this Agreement or any rights or obligations hereunder to any third party by giving written notice thereof to Licensee.
(f) Should any part or provision of this Agreement be held to be invalid or unenforceable by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall negotiate in good faith a substitute provision that best reflects the economic intentions of the Parties without being unenforceable and shall execute all agreements and documents required in this connection.

 

13. Governing Law and Place of Jurisdiction
(a) This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, with the exclusion of the Vienna Convention on the International Sale of Goods dated April 11, 1980.
(b) The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to the Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the city of Zurich, Switzerland.

 

14. Assignment By Licensor.
Licensee agrees that Licensor is authorized to assign any of its rights and obligations to any of its Affiliates (with or without notification to the Licensee) acting as a distributor for the Licensor, and such Affiliate shall become by reference a party to the applicable Quote and this Agreement. For the avoidance of doubt, such Affiliate of the Licensor shall be entitled to issue invoices for the License to be purchased under the Quote in their own name.
For the avoidance of doubt, Licensee is not allowed to assign the Agreement or any of its rights and obligations under the Agreement to any third parties.