Seqera Academic Terms

PLEASE READ THIS SEQERA SOFTWARE AS A SERVICE (SAAS) AGREEMENT (“TERMS”) CAREFULLY BEFORE USING THE SAAS SERVICES OFFERED BY SEQERA LABS S.L. (“Seqera”). BY USING THE SAAS SERVICES, AND/OR SIGNING AN ORDER FORM, YOU (“CLIENT”) ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. THESE TERMS INCLUDE AND INCORPORATE ANY APPLICABLE WRITTEN ORDER FORM. YOU AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT.

This agreement is between SEQERA LABS S.L. (“Seqera”) and the Client named below.

SCOPE: This agreement governs the provision of the following Seqera SaaS Service and Support provided to the Client. In this sense:

SaaS Service means the software hosting and related services that Seqera agrees to provide to the Client through the product “Seqera Cloud”, for the Client to access and use the Software, as well as the infrastructure for providing such access and use during the Subscription Term.

Software refers to any or both of the following Software developed and distributed by Seqera: Seqera Cloud, Seqera Enterprise and the Nextflow Enterprise Extensions, as well as any additional software to which the Client is provided access as part of the SaaS Service, including any updates or new versions.

Support refers to the Seqera Community Forum at https://community.seqera.io/c/seqera-platform/7. This is a self-service community resource for peer-to-peer exchanges and mutual support, moderated by the Seqera Community Team. Seqera does not guarantee that all queries will be answered.
LICENSE TO USE THE SAAS SERVICES: Subject to the terms and conditions of this Agreement and in accordance with the restrictions and exceptions set forth herein and per further licensing conditions as specified on the applicable Order Form and/or Quotation, Seqera grants the Client, a non-exclusive, non-transferable (with no right to sublicense or resell), non-assignable, worldwide right and license to access and use the SaaS Service and Software solely for its academic purposes and limited to the maximum number of named Client’s Users that may use the Software on the SaaS Service as set out in the Order Form.
SUBSCRIPTION TERM / ENTRY INTO FORCE: The SaaS Service is provided on a subscription basis and shall enter into force upon the effective date that is specified on the applicable Order Form and/or Quotation or, in its absence, the date that this agreement is electronically accepted by mail confirmation, click accepted or, if signed in hard copy by the parties, the date of the last signature. The term of any subscription shall be 12 months unless otherwise specified in the Order Form and/or Quotation.
RESTRICTIONS: The Client acknowledges that, except for the limited license granted hereunder:

(a) The SaaS Service, Software and Support contains valuable, confidential, and proprietary information, and constitute the intellectual property of Seqera and/or its third-party Licensors. Client also agrees that the materials and all Intellectual Property Rights therein and thereto are the exclusive property of Seqera and/or its third-party Licensors from whom Seqera has obtained rights to use certain portions contained therein;

(b) will have no right and will not, nor will it authorize or assist others to remove or modify any Seqera markings or restrictive legends placed in or generated by the Software;

(c) will have no right and will not, nor will it authorize or assist others to: (i) copy or republish the SaaS Service or Software , (ii) make the SaaS Service or Software available to any person other than the maximum number of named Client’s Users that may use the Software on the SaaS Service as set out in the Order Form (iii) modify or create derivative works based upon the SaaS Service (iv)disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Software or otherwise discern the source code of the Software except and solely to the extent permitted under applicable law notwithstanding this restriction, or (iv) use or access the SaaS Service to provide service bureau, time-sharing or other computer hosting services to third parties (v) Access the SaaS Services or use the Documentation in order to build a similar product or competitive product.

(d) this Agreement does not create any right for the Client or the Client’s affiliates in the techniques and ideas embodied and expressed in the SaaS Service, including without limitation the structure, sequence, and organization of the Software, other than their use in product and service offerings of Client based on the Software.
OWNERSHIP AND RETENTION OF RIGHTS: Seqera reserves all rights not expressly granted. Seqera and/or its third-party Licensors are the owners of all intellectual property rights, including patents, trademarks, copyrights, and trade secrets rights used in the SaaS Service, Software, and the Support. Seqera may also, in its sole discretion add, delete, or change some or all the features included within the SaaS Service, and may change requirements for authorized users and communicate such changes to any authorized users, at any time without affecting any commitments previously agreed to in this Agreement.
CONFIDENTIALITY: Confidential Information means all proprietary or confidential information that is disclosed to the recipient by the discloser, and includes, among other things: any and all information relating to the SaaS Service, Software or Support provided by Seqera (including without limitation, pricing information). The parties agree to hold each other’s Confidential Information in confidence. The obligations of the recipient of Confidential Information shall remain in effect from the time of disclosure until 5 years after the expiration or termination of this Agreement. Each party shall be responsible for any breaches of Confidential Information by any of its employees, affiliates, attorneys, accountants, agents, contractors, or consultants. Each party shall promptly report to the other any unauthorized disclosure or use of the other’s Confidential Information of which the disclosing party becomes aware.
WARRANTY DISCLAIMER: Seqera warranty. Seqera warrants, for the Client’s benefit alone, that during the term of the Subscription Term the SaaS Service will substantially conform in all material respects to its operating instructions and documentation and that it will be provided in a professional manner consistent with general industry standards. Seqera also warrants: (i) that has the valid right and authority to grant to the Client the rights and licenses in this Agreement (ii) that the SaaS Service will be compatible and will run together with such of the Client’s hardware and software components as are stated to be supported in the SaaS Service’s documentation and operating instructions during the term of the SaaS Service (iii) that it will use reasonable technical means to ensure that the SaaS Service provided to the Client does not contain computer viruses (iv) that has not intentionally included any code, routines or devices designed to disable, damage, impair, erase, deactivate, or electronically repossess the Software or other software or data.

Seqera shall be under no obligation to correct or replace the SaaS Service or refund any fees if: a) reasonable proof of the claimed breach of this warranty cannot be reproduced by Seqera, or b) the Client has not reported to Seqera existence and nature of such nonconformity or defect within a reasonable time from discovery thereof, or c) the SaaS Service has not been used as contemplated in its operating instructions, this Agreement, or with any instruction issued by Seqera, or d) the nonconformity or defect in the SaaS Service was caused by hardware or third-party software malfunctions or failure.

Seqera disclaims all warranties not expressly stated, including without limitation the warranty of title, merchantability, and fitness for a particular purpose, that the SaaS Service is without defect or error, or that the SaaS Service will operate with any hardware or software not specified in the SaaS Service documentation or operating instructions and that the operation of the SaaS Service will be without interruption.

Seqera may schedule service windows on a regular and emergency basis to perform maintenance on the system. Seqera will make commercially reasonable efforts to provide advance notice to the Client.

Client warranty. The Client represents and warrants that: (i) Client is trained as to the operation of the Software and SaaS Service prior to first use, understands the risks associated therewith, and possesses any and all software licenses, approvals, permissions, and authorizations necessary to use the SaaS Service, (ii) it will maintain an Internet connection with sufficient bandwidth to support communication connections with the SaaS Service and (iii) Client owns or otherwise has the valid right, by contract or otherwise to deliver to Seqera the Client data and Seqera may use the Client data as contemplated by this Agreement without violating any applicable law, rule or regulation or the proprietary rights of any third party, including patents, copyrights, trade secrets, or any license, sublicense, covenant or contract with any third party.
DATA PROTECTION: All Client’s records and data in whatever form (the “Client Data”) are the property of the Client. The Client hereby grants (and shall cause each user to grant) to Seqera a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit the Client Data for the purpose of providing the SaaS Service to the Client and to improve the system, Software and/or services.

In performing the SaaS Service, Seqera will comply with the Seqera Privacy Policy, which is available at https://seqera.io/privacy-policy/ and incorporated herein by reference. In this sense, Seqera shall also treat such Client Data in compliance with any applicable data protection legislation in force and as Confidential Information as contemplated under the Agreement, and will not disclose the Client Data, other than to employees on a need-to-know basis and to its third-party providers (e.g., its hosting site) under obligations of confidentiality. Seqera shall use industry standard security measures to maintain the security of the Client Data. Notwithstanding the foregoing, Seqera may disclose the Client Data to a third party, including any government authority, if required by law, regulation, court proceedings, or subpoena; provided that, unless prohibited by law, Seqera shall notify the Client of the requested disclosure and shall cooperate to assist the Client in maintaining the confidentiality of such Client Records.

With regard to the System and those locations where any Client Data is stored under the control of Seqera, Seqera will use commercially reasonable efforts to maintain and enforce safety, as well as physical and digital security procedures that are at least equal to industry standards for such types of service locations. Seqera will use commercially reasonable efforts to secure the System against breaches of security measures it deploys and will rectify any such breaches that occur of which Seqera is aware.
TERMINATION: Either party may terminate this agreement upon a material breach of the other party after a 30 days notice/cure period, if the breach is not cured during such time period. Seqera may also terminate this Agreement in the event that Client fails to make any payment due hereunder (or under any other agreement between the parties) and such failure continues for 30 days after notice of such non-payment is given to Client by Seqera. Also, Seqera reserves the right to suspend delivery of the SaaS Service if Seqera reasonably concludes that the Client or its users are causing immediate and ongoing harm to Seqera or others. In the extraordinary case that Seqera must suspend delivery of the SaaS Service, Seqera shall immediately notify the Client of the suspension and the parties shall diligently attempt to resolve the issue. Seqera shall not be liable to Client or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Service in accordance with this Section.

Consequences of termination

(a) Upon termination of this Agreement or expiration of the Subscription Term, Seqera shall immediately cease providing the SaaS Service and all usage rights granted under this Agreement shall terminate.

(b) Upon termination of this agreement is made by Seqera, the Client must pay all the sums that would have been payable to Seqera at the End Date and discontinue using the SaaS Service.

(c) Upon termination of this agreement by the Client, all sums that would have been payable by the Client to Seqera up to the date of the Client’s notice of such breach to Seqera shall remain payable, but all sums payable after the date of notice of such breach shall not be payable.

(d) In the event of termination other than for non-payment or breach of Intellectual Property Rights by the Client, the Client is entitled to a 3-month wind-down period during which it may continue to use the SaaS Service in accordance with these terms, provided payment of corresponding Fees, and solely for the purpose of smooth transiting out of the SaaS Service in relation to the existing Client (i.e. no new users). In the event the termination is for breach by Seqera, such a 3-month wind-down period shall be for free.
SUPPORT: Community-based support is delivered through the Seqera Community Forum, and consists primarily of peer-to-peer exchange and mutual assistance within the Seqera user community, moderated by the Seqera Community Team. The forum serves as a platform for sharing knowledge, experiences, and best practices related to the Seqera platform, where users can turn to each other for help, advice, and troubleshooting. Use of the forum is subject to the Seqera Community Terms of Service. Note that this is a self-service resource, not a guaranteed solution. While the Seqera Community Team moderates the forum and provides guidance, they cannot guarantee that all queries will be answered.
LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES: Neither party shall be liable to the other party for any indirect, incidental, special, or consequential damages (including, without limitation, any damages arising from loss of use or lost business, revenue, profits, data, or goodwill) arising in connection with this agreement, whether in an action in contract, tort, strict liability or negligence, even if advised of the possibility of such damages. Neither party’s liability to the other party for direct damages shall exceed the total amount the Client has paid Seqera under this agreement.
INTELLECTUAL PROPERTY INDEMNITY: Seqera shall defend, indemnify and hold the Client and the Client’s affiliates harmless against any damages, cost, and expenses arising out of any third party claim or cause of action that any of the SaaS Service infringes or misappropriates a patent, copyright, trade secret or other intellectual property rights (an “Infringement Claim”), provided that: (a) promptly notifies Seqera in writing of the claim within 30 days after receipt of notice of any Infringement; and (b) allows Seqera to control, and cooperates with Seqera in, the defense and any related settlement. If any Infringement Claim is made or (in Seqera’ sole judgment) is likely to be made, Seqera may, at its discretion i) obtain the right for the Client to continue to use the affected parts of the SaaS Service, or ii) modify or replace the affected parts of the SaaS Service, provided the performance and features thereof are not adversely affected in any material manner. Seqera shall have no obligation to the Client in respect of any Infringement Claim if it arises solely from i) modification of the SaaS Service by any entity or person other than Seqera or its contractors, or; ii) the Client’s operation or use of the SaaS Service in combination, operation, or use with any product, data, or apparatus not specified or contemplated by the operating instructions of the SaaS Service, or iii) The Client’s use of the SaaS Service in a manner not authorized or contemplated by either the operating instructions of the SaaS Service, by this Agreement, or by other instruction issued by Seqera, or iv) claims of infringement of any intellectual property in which the Client or any of its affiliates has an interest.
GOVERNING LAW: This Agreement is governed and interpreted in accordance with the laws of Spain, and parties hereby submit to the exclusive jurisdiction of the courts of the City of Barcelona (Spain), and the Client hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.
MISCELLANEOUS:

(a) Audit. Seqera may, at its expense, upon reasonable prior written notice to the Client and during standard business hours, audit the Client’s use of the SaaS Service no more than once each calendar year to assure compliance with the terms of this Agreement. If an audit reveals the Client has underpaid fees to Seqera, the Client shall be invoiced for such underpaid fees based upon Seqera’s price list in effect at the time the audit is completed. The cost of the audit will be paid by the Client if the audit discloses that the amount of underpayment exceeds 5% of the amount due.

(b) Entire Agreement. This agreement, and all orders as the Attachment hereto and the related Order Form and/or Quotation, constitute the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, representations, or agreements, whether oral or written, related to this subject matter. The Client accepts that any and all representations, undertakings, and warranties which are not expressly included shall have no force or effect, and the Client accepts that it has not been induced to enter into this Agreement by any such matters.

(c) Modification Only in Writing. No modification or waiver of any term of this agreement is effective unless signed by both parties.

(d) Assignment. This Agreement is personal in nature to the Client and may not be assigned by the Client. Seqera may partially or wholly assign or subcontract any rights and obligations hereunder to any company within its corporate group, on notice to the Client. Technical and commercial management of the Client hereunder may be assigned to a Seqera Partner. This Agreement and related orders may be assigned upon notice as part of a merger, or sale of all or substantially all of the business or assets, of Seqera or the Client.

(e) Dispute Resolution. If a dispute arises involving any performance under this Agreement, the party believing itself aggrieved (“Invoking Party”) will try a dispute negotiation by noticing the other party. The parties will use their best efforts to arrange personal meetings and/or telephone conferences as needed, for seven (7) days in which to attempt to resolve the dispute. If a resolution is not achieved by negotiators within seven days of such notice, then either party may bring or file an arbitration proceeding or file suit to resolve the dispute in a court of competent jurisdiction and venue.

(f) Force Majeure. Neither party shall be liable for delay in any of its performance hereunder due to causes beyond its reasonable control, including but not limited to, an act of God, war, acts of terrorism, or natural disaster.

(g) Independent Contractors. The parties are independent contractors with respect to each other.

(h) Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

(i) Notice. Notices from the Client regarding this agreement, general renewals, and general requests may be provided by email to info@seqera.io or such other address as Seqera shall subsequently notify the Client. Original paper notices to Seqera shall be sent to the following postal address:

SEQERA LABS S.L.
Carrer de Marià Aguiló, 28
08005 Barcelona, SPAIN

Notices to the Client shall be sent to the contact information the Client has provided.