The subject matter of this Agreement is the grant of a non-exclusive, personal, non-transferable license by Licensor (BIONLINE, S.L.) to Licensee or customer to use Bionline’s Proprietary Software in accordance with the terms of the Quotation and Billing Agreement.
The implementation of the Bionline Proprietary Software at Licensee contemplates the use of historical information of Licensee’s customers, which Licensee shall procure from Licensor.
The Bionline Software shall be hosted on Licensor’s servers.
Authorized use of the Bionline Software that is the subject of this Agreement does not confer upon Licensee a right to access and use the Source Code.
This Agreement is entered into on a non-exclusive basis. Accordingly, Licensor may grant licenses to third parties to use the Bionline Software, or may itself exploit the Bionline Software in any form anywhere in the world. Notwithstanding the foregoing, the Parties acknowledge that the results obtained from the exploitation of the Bionline Software covered by this Agreement shall remain the property of Licensee, and Licensor may not make any use of them to develop other applications for third parties or in any other way.
Licensee shall cooperate with Licensor as necessary to enable Licensor to perform its obligations under this Agreement, in particular, Licensee shall carry out the necessary processes for the initial and recurring delivery of the input information for the applications, in the format provided by Licensor and without errors in the quality of the information.
Licensor shall provide Licensee with a Technical Maintenance Service which shall include the resolution of queries and correction of possible errors in the operation of the Licensed Bionline Software. The service will be offered by telephone or email, during working hours, from 9.00 a.m. to 7.00 p.m. (Spanish time), from Monday to Friday.
The additional modules that the client wishes to contract after the signing of this contract will be included as an annex and will form an integral part of it.
This Agreement comes into force on the day of its signature and its initial duration is twelve (12) months from the date of completion of the customization of the modules. If the modules are not all customized at the same time, this term shall apply individually to each of the customized modules.
Upon expiration, this Agreement shall be automatically renewed for successive one-year periods on the same terms and conditions agreed herein, unless either party gives written notice at least three months prior to the expiration date of its desire to modify the terms and conditions or not to extend the Agreement.
Bionline shall have the necessary human and technical resources, computer systems and tools, and other means owned or controlled by Bionline to carry out the operational processes necessary to provide service to Licensee, and shall inform Licensee as soon as it becomes aware of any anomaly or incident that may occur in the provision of the service and shall immediately resolve such anomaly or incident.
Licensee agrees to provide Licensor with the information and cooperation necessary for the proper and satisfactory provision of the services, for which purpose Licensor shall inform Licensee of any deficiency or omission of information in order to correct it. In addition, Licensee undertakes to pay the agreed remuneration in accordance with the terms of the Quotation and invoicing.
Property rights and regulation of use
The Licensor shall at all times retain title to the intellectual property rights to its proprietary Software, as well as ownership of the know-how associated therewith and to the development and performance of the services covered by this Agreement.
Licensee acknowledges that, by signing this Agreement, Licensee does not acquire any intellectual property rights, whether moral rights or exploitation rights, over Bionline’s proprietary Software, nor any intellectual property rights over the methodology, tools, information, documentation or developments provided or created by Licensee for the provision of the services covered by this Agreement. Similarly, this Agreement does not grant Licensee any rights to Licensor’s trademarks, designs or other Intellectual Property Rights, including, in particular, the design of predictive models.
Licensor acknowledges that any tools, information, documentation or developments provided or created by Licensee for the provision of the services under this Agreement are the exclusive property of Licensee.
The provisions of this clause shall survive the termination of this Agreement indefinitely.
Both parties agree to keep confidential all data, information and documents exchanged between them in connection with the performance of this Agreement, both during and after the term of this Agreement, and to treat such data, information and documents as strictly confidential.
Licensor agrees to keep confidential all information provided by Licensor to Licensee and the proceeds of the services provided to Licensee.
Licensee agrees to keep confidential all information and knowledge it obtains from Licensor’s internal processes, and in particular the existence, use and functions of any process used in the performance of its services.
Each Party (Receiving Party) agrees and declares that it shall keep confidential (hereinafter, “Confidential Information”) all information, documentation, methods, organization and activities related to the other Party or its business, obtained or disclosed to it by the other Party (Transmitting Party) in the course of the business relations between them for which this Agreement is entered into, as well as the programs and/or applications used for the development of this Agreement, the data and results obtained that are generated or are a consequence of such development, and any other materials, programs, applications or methods used in the execution of the same.
The Receiving Party of the Confidential Information undertakes not to use the Confidential Information for purposes other than those derived from this Agreement; as well as not to disclose, deliver or supply it, either in whole or in part, to third parties, except with the prior written authorization of the Transmitting Party of such Confidential Information.
In the event of termination of the relationship for which this Agreement is formalized, for any reason whatsoever, the Receiving Party undertakes to immediately deliver to the Transmitting Party and/or destroy, at the request of the latter, all the Confidential Information that, as a consequence thereof, is in its possession or in the possession of its employees, without the Receiving Party having the right to retain any copy of the aforementioned Confidential Information.
The provisions of ANNEX 1 shall apply in accordance with the obligations arising from the Data Protection regulations.
Expenses and taxes
All taxes or levies created or to be created by the State, Autonomous Communities, Provincial Councils, Town Councils or similar entities shall be for the account of the party to whom they correspond in accordance with the provisions of the applicable regulations.
All expenses of any kind derived from the fulfillment, execution or termination of the obligations resulting from this Contract shall be for the account of the party that has originated them.
Applicable law and jurisdiction
This Agreement shall be interpreted and fulfilled in its own terms and, in all matters not foreseen, shall be governed by the Spanish legislation on the matter, adjusting the obligations and responsibilities of the parties to the same.
For any question related to the interpretation, fulfillment or execution of the present Contract, the parties submit to the jurisdiction of the Courts and Tribunals that, by Law, correspond.