The terms set out in this licence agreement (“Licence”) form a legal agreement between you (“user” or “you”) and Interfolio UK Ltd whose registered office is at SciBite, BioData Innovation Centre, Wellcome Genome Campus, Hinxton, Cambridge CB10 1DR with company number 7820803 (“Interfolio UK Ltd”, us” or “we”) for you to use researchfish available at https://app.researchfish.com (the “Platform”) which can also be accessed via our website http://www.researchfish.com (the “Website”) and any support services that we may provide to you when using the Platform (the “Support Services”).
Our Contact Details
You can contact us by writing to us at the address above or emailing us at email@example.com
The Platform requires an internet connected device capable of running the supported browsers below:
Type of Users
Different types of users may access and use the Platform for different purposes. We have set out below the different types of users that may use the Platform. Regardless of the purposes for which you use the Platform, these terms shall apply to ALL users, unless we specifically state that a term applies to a specific type of user only. Users may be one or more of the following types:
a) users using researchfish to collect data about funded research activities (“Funders”);
b) users using researchfish to report data about funded research activities and any invited delegates and team members (“Researchers”);
c) users using researchfish to track activity of researchers, based at their research institution (“Research Organisation”).
1 CHANGES TO THESE TERMS, AVAILABILITY AND ACCESS
1.1 We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we may introduce to the Platform. If we make any changes to these terms we will notify you next time you log in to the Platform and you will be required to accept the revised terms to continue to use the Platform.
1.2 We are reliant on the internet in order to provide the Platform and as such cannot guarantee that the Platform will always be available, uninterrupted or error free.
1.3 You may be able to access the Platform from outside of the United Kingdom but we do not guarantee that the Platform will always be available or comply with any local laws in the country in which you are accessing the Platform.
2 YOUR ACCOUNT AND ADDITIONAL USER ACCOUNTS
2.1 All users are fully responsible for keeping login details to the Platform confidential. You will be entirely responsible for any access to the Platform where access is facilitated by your login details whether such access is with or without your consent. If you become aware of any unauthorised access to the Platform and/or use of your login details, you shall immediately change your password and notify us using the contact details under the section titled “Our Contact Details” above.
2.2 Depending on the type of access that we grant you to the Platform, you may have the ability to set up new users on the Platform. By setting up new user accounts, you will be required to submit personal data relating to new users. You must only upload such information if you have permission to do so as required under clause 5.2.
3 ACCESS TO THE PLATFORM AND SUPPORT SERVICES
3.1 The type of access that you will have to the Platform will depend on whether you are a Funder, Researcher or Research Organisation. Please contact us if you are unsure what type of user you are or the type of access that you will have to the Platform.
3.2 We are entitled to alter the functions available on the Platform, including any survey questions, at any time.
3.3 It is your responsibility to ensure that you maintain an appropriate internet connection to allow access to the Platform.
3.4 If you are having difficulties using the Platform please contact us using the contact details under the section titled “Our contact details” above and we will try to resolve any queries that you may have but we cannot guarantee that we will be able to.
3.5 If you are a Researcher, we may add information to your account that relates to the output of the research that you are using the Platform to complete (“Research Output Information”). We do not take any responsibility in relation to the accuracy, relevance or completeness of Research Output Information and it is your responsibility as a Researcher to review such Research Output Information in order to determine, in your sole discretion, if it is suitable for your research submission with the relevant Funder. If the source of any Research Output Information that we upload to your account is incorrect, it is your responsibility to contact the relevant source of the Research Output Information to update them.
4 ACCEPTABLE USE RESTRICTIONS
4.1 In return for us granting you a right to use the Platform, you shall not:
4.1.1 disrupt, interfere with or restrict the use of the Platform by other users including, without limitation, by carrying out, or attempting to carry out, denial of service attacks, mailbombing, flooding or other deliberate attempts to overload the Platform;
4.1.2 upload, display or transmit any materials through the Platform which are false, offensive, defamatory, threatening, obscene, unlawful, which violate export control laws or which infringe the rights, including intellectual property rights, of any other person anywhere in the world;
4.1.4 reverse compile, disassemble, reverse engineer, decompile, copy, duplicate, modify or adapt any software or other code or scripts forming part of the Platform (except to the extent permitted by law) or attempt to transmit to or via the Platform any information that contains a virus, worm, Trojan horse or other harmful or disruptive component;
4.1.5 attempt to obtain, or assist others in obtaining, access to the functionality of the Platform, except as permitted by this Licence;
4.1.6 change, modify, delete, interfere with or misuse any files or other data contained in the Platform; and/or
4.17 use the Platform or Website in contravention of any applicable law.
5 USER DATA
5.1 It is your responsibility to ensure that you have the right to upload all information and data including any research findings and/or outcomes of research and any personal data to the Platform (such as personal data relating to other users of the Platform and individuals for the purposes of setting up new accounts and/or completing forms (such as grant forms) available on the Platform) and any information and/or data that is uploaded to the Platform on your behalf (“User Data”). We have the right (but no obligation) to inspect the content of any User Data to ensure compliance with the Licence.
5.2 By uploading any personal data to the Platform, you hereby warrant that you have obtained all necessary consents and permissions as required by law from such individuals in order for us to access and use such personal data and contact such individuals for the purposes of providing access to the Platform and any Support Services.
5.3 Save for any personal data that you upload to the Platform pursuant to clause 5.2 above, you shall not upload any sensitive personal data (which shall have the meaning given to it in any relevant data protection law) unless such sensitive personal data has been anonymised prior to uploading it to the Platform.
5.5 You hereby grant to us a perpetual non-exclusive, licence to use User Data (in full or in part) for the following purposes:
5.5.1 carrying out our responsibilities under this Licence; and
5.5.2 analysing, manipulating and publishing User Data.
5.6 It is your responsibility to ensure that User Data is complete, true and accurate and that you have obtained any permission necessary to upload User Data to the Platform and by submitting such information and data you hereby warrant that the use and licence of User Data in accordance with the terms of this Licence will not infringe the intellectual property rights or data protection and privacy rights of any third party.
5.7 Nothing in this clause 5 prevents you from sharing User Data with other third parties if you have the right to do so but you should be aware that other parties may restrict your rights to use User Data in their terms and conditions.
5.8 In the event of loss or damage to User Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by us in accordance with our internal archiving and back-up procedures. However, we recommend that you also maintain frequent and complete backup copies of User Data and ensure that such backups are held securely.
Your personal data and closing your account
5.10 Please be aware that internet transmissions are never completely private and secure and that any information that you input using the Platform may be read or intercepted by others.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge that all intellectual property rights in the Platform throughout the world belong or are licensed to us, and that you have no intellectual property rights in, or to, the Platform or Website other than the right to use the Platform and Website in accordance with the terms of this Licence. For the purposes of clarity this does not apply to User Data.
6.2 In the event that there is a claim that your use of the Platform in accordance with the terms of this Licence infringes the intellectual property rights of a third party, we have the right (in our absolute discretion) to:
6.2.1 procure the right for you to continue using the Platform in accordance with the terms of this Agreement;
6.2.2 to make such alterations, modifications or adjustments to the Platform and/or the Website so that they become non-infringing; or
6.2.3 to replace the Platform.
6.3 In the event of any claim attributable to your use of the Platform other than in accordance with the terms of this Licence, or your use of the Platform after we notify you to discontinue use due to a claim, the provisions of clause 6.2 shall not apply and you shall be responsible for any losses, costs and expenses that we may suffer as a result of such claim.
7 LIABILITY AND EXCLUSIONS
7.1 Nothing in this Licence shall exclude or restrict our liability or your liability for death or personal injury resulting from a negligent act or for liability for any fraudulent misrepresentation.
7.2 Subject to the provisions of clauses 7.1 and 7.3, our liability to you for direct loss in contract, tort or otherwise arising out of or in connection with this Licence or the provision or use of the Platform or the provision of the Support Services shall be limited for any one incident or series of connected incidents to £5,000.
7.3 Subject to the provisions of clause 7.1 and save as set out in clause 5.8, in no circumstances shall we be liable to you whether in contract, tort, negligence, breach of statutory duty or otherwise in respect of any direct or indirect loss of profits, revenue, goodwill, business opportunity, loss of or cost of restoration of data (including User Data) or for use of any results obtained by use of the Platform or for any loss or damage suffered by you as a result of a claim brought by a third party or any indirect, consequential, financial or economic loss or damage costs or expenses whatever or however arising out of or in connection with this Licence or the your use of the Platform and/or the provision of the Support Services.
7.4 By agreeing to the terms of this Licence, you hereby accept and agree that any results or data obtained through use of the Platform are dependent of the data that is inputted and therefore we shall not be liable for any loss or damage whatsoever resulting directly or indirectly from the use of the results which are derived from data which is incorrect or inaccurate in any respect.
7.5 We do not warrant that the Platform will be free from viruses, trojan horses, bugs, omissions or errors, or that deficiencies or defects in the product will be corrected.
7.6 Except as expressly set out in this Licence, all conditions, warranties, terms and undertakings, express or implied, whether by statute, common law, trade practice, custom, course of dealing or otherwise (including without limitation as to quality, performance or fitness or suitability for purpose) in respect of the product and the website and provision of the services are hereby excluded to the fullest extent permissible by law.
8 Ending your rights to use the Platform
8.1 We may end your right to use the Platform at any time by contacting you if:
8.1.1 for any reason, the Platform is no longer available for us;
8.1.2 you breach any term of this Licence which you fail to remedy (if remediable) within 7 days of the date of our notice requiring you to do so;
8.1.3 you are required to pay a licence fee to use the Platform and fail to pay such licence fee to us;
8.1.4 you no longer use the Platform.
8.2 We have the right to end this Licence for any reason and at any time by providing you with notice.
9 What happens when we end your rights to use the Platform
9.1 If we end your rights to use the Platform:
9.1.1 the provisions of clauses 5,6,7,9 and 10 shall continue in force; and
9.1.2 you must stop all activities authorised under the terms of this Licence, including your right to use the Platform and Support Services.
10.1 The terms of this Licence and any information that we may provide to you in relation to your use of the Platform are confidential and you shall not disclose such details unless you are required to do so by law.
11 Other important terms
11.1 The failure or delay by us to exercise or enforce any of our rights under this Licence shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.
11.2 A party to this Licence shall not be liable for any delay in or for failure to perform its obligations under this Licence, other than your obligation to make any payment due to the us, if that delay or failure is caused by circumstances beyond the control of that party including, without limitation, fires, strikes, insurrection, riots, embargoes, the failure of any telecommunications or internet services provider or the regulations of any civil or military authority.
11.3 This Licence constitutes the entire understanding between us with respect to the subject matter of this Licence and supersedes and replaces all prior agreements, negotiations and discussions between us relating to it. You confirm and acknowledges that you have not been induced to enter into this Licence by any representation, warranty, or undertaking not expressly incorporated into it.
11.4 Subject to changes made pursuant to clause 1.1, no variation of this Licence shall be valid unless we have agreed to such variation in writing by updating the terms of the Platform and if you have agreed to accept the revised terms.
11.5 You shall not be entitled to assign or sub-contract this Licence nor any of your rights or obligations hereunder nor to grant sub-licences in relation to use of the Platform, or Support Services.
11.6 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Licence, and nothing in this Licence shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Licence or operate to give any third party the right to enforce any term of this Licence.
11.7 If any provision of this Licence shall be held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from this Licence and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of this Licence which will remain in full force and effect.
11.8 This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).