1. General Information

Cellseeker GmbH, Osterfeldstraße 12-14, 22529 Hamburg, Germany („Cellseeker”) provides platform services and information made available at www.cellseeker.org and other websites or mobile applications operated by Cellseeker („Platform“).

By submitting a registration (“Account”) on the Platform the “Account Manager” agrees to the terms laid down in here (“Terms”) and the Terms become a legally binding agreement (“Agreements”) between the Account Manager and Cellseeker. If the Accounts Manager gives permission to others to use the Platform under same account (together with the Account Manager hereinafter referred to as “Users”), the Terms are binding for these Users too.

On the Platform Cellseeker provides certain services which are available to Users under the Terms of this agreement and additional terms referred to herein. Users, eventually together with other Users set-up by the Account Manager under the same account, can built a data base of their cell collection including cell properties, genetic modifications, cultivation parameters, and medium requirements. The Users can enter or upload (“submit”) information such as but not limited to text, graphics, photos, attachments, or any other data (“Information”). In addition to this the Users can build an inventory of cell banks from their cell line collection and manage the cell bank storage. New cell banks can be checked-in and allocated to a certain box in a virtual storage tank. The Users can search their exclusive cell collection and cell bank inventory and check-out cells from the storage. Account Managers can set-up new Users under the same Account and assign rights to the User.

The software running the Platform, the code, the design and content of the Platform, any images, graphics or texts as well as the database are protected by copyright, trademark, and other intellectual property laws.

2. Use of the Platform

All Information submitted to the Platform no matter if it submitted for the public or for private use is submitted under the sole responsibility of the User who submitted the Information. Cellseeker does not warrant for the correctness of the information and shall not be liable for any mistakes or omissions.

Users shall not submit Information of unlawful or inappropriate content or content which infringes third party rights (“Prohibited Content”). Because the submitted Information is mainly not public and for the exclusive use of Users under the same Account, Cellseeker does not review the Information and cannot necessarily have knowledge about Prohibited Content. If Cellseeker becomes aware of any Prohibited Content Cellseeker will immediately remove or disable the access to the respective Information.

The Account Manager warrants that all Information submitted with the registration and all personal information related to other Users set-up under the Account are correct. The Account Manager shall update the personal and Account related information whenever it changes. Accounts Manager shall not transfer their Account to another party without the written consent of Cellseeker or operate an Account under a false name or identity. All Users shall be over the age of 18.

If a User agreed to make Information available to the public Cellseeker may share this Information with third party Users registered on the Platform. Details on how Information is analyzed and shared are laid down in the Privacy Policy of Cellseeker.

3. Prohibited Misuse

Users shall not

• publically submit wrong, inaccurate, misleading, deceptive, defamatory, or abusive content, regardless of the person or entity to whom it is directed;
• annoy, harass, abuse, insult, personally attack, or send other unwelcome communications to anybody, including but not limited to junk mail, unsolicited offers, spam, excessive messages, chain letters, or phishing schemes;
• disclose personal information about others, confidential or proprietary information, or any information the User has no right to publish;
• submit content which discriminate people based on their race, ethnicity, national origin, political or religious affiliation, sexual orientation, sex, gender, gender identity, age, or serious disabilities or diseases;
• submit or promote any pornographic, intimidating, abusive, shocking, immoral, sexually inappropriate, or violence-glorifying materials or any content that violates any applicable legislation for the protection of minors or communicates in any sexually explicit or suggestive way;
• commercially exploit the Platform, distribute or promote advertising or commercial promotional content, or send unsolicited advertising, job offers, or business proposals without the explicit consent of Cellseeker
• submit requests for unauthorized copyrighted material (e.g. software, books, publications) or „pirated“ or „cracked“ versions of software;
• post content whose primary purpose is to drive Users to links outside of Cellseeker;
• intentionally infect others with viruses, malware, or other software that can destroy, interrupt, or collect their data or computer devices;
• use the Platform in a way that interferes with the proper functioning of the platform, or impose an unreasonable or disproportionately large load on the Platform’s infrastructure;
• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Platform or the Information for any purpose;
• employ any mechanisms, software, or scripts when using the Platform;
• encourage or enable others to do any of the foregoing.

4. Data Security

When signing up on the Platform any User will chose a username and set a secret password. Cellseeker will not know the password and cannot disclose the password to anybody and will never approach a User to disclose the password. A User shall keep the password secret at any time and shall not allow others to use it. A User shall change the password frequently to avoid unauthorized access to the Account and the Platform. A User shall contact Cellseeker immediately if the User believes its username or password may have been compromised.

Cellseeker shall not be liable for any unauthorized access to an Account, any loss or damage, or any accidental or unlawful alteration, copying, disclosure, or destruction of Information unless caused by gross negligence or willful misconduct of Cellseeker.

By using the Platform, a User acknowledges to use the Platform at the User’s own risk and to be fully responsible for all activities which occur under the User’s Account.

5. Changes

Cellseeker reserves the right to change and amend the features of the Platform or the Terms at any time (“Changes”). Cellseeker shall notify the Users about the Changes by email and by a notice posted on the Platform. In case the Changes apply to the Terms, the Changes will become effective 30 days after such notice.

Users who do not agree with the Changes may terminate the agreement with Cellseeker by closing their Account according to section 7 (Term & Termination). .Any continued use of the Platform after the Changes became effective will be explicitly understood as an acknowledgement of the Changes.

6. Warranty, Liability & Indemnification

Users are using the Platform on their own risk. Cellseeker disclaims any and all representations and warranties, whether expressed or implied, including, but not limited to, implied warranties of title, merchantability, fitness for any particular purpose, or non-infringement and Cellseeker does not promise any specific results, effects, or outcome from the use of the Platform.

Cellseeker shall not be liable to the User or any third party for any loss or damage including but not limited to costs of procurement, of substitute goods, lost profits or any other special, consequential, incidental, or indirect damages, however caused, and whether based on contract, tort, or any other theory of liability, regardless of whether the User or third party has been advised of the possibility of such damages or not which resulted by the use or non-use of the Platform or the submitted Information unless the damage has been caused by Cellseeker or one of its legal representatives by gross negligence or willful misconduct.

Users shall indemnify and hold harmless Cellseeker including its affiliates, subsidiaries, as well as its officers, directors, employees, and agents from and against all third-party claims, losses, costs, and liabilities, brought by third parties against Cellseeker, caused by a breach by Users of any of its obligations under this Agreement, or the negligence or willful misconduct of the User.

7. Term & Termination

The Account Manager may terminate the Agreement at any time with immediate effect and without prior notice by terminating or deleting the account.

Cellseeker may terminate the Agreements and the Account at any time with immediate effect and without prior notice for a good cause. A good cause includes but is not limited to a case where any of the Users set-up under the Account (i) breaches any of its obligations set force in these Terms, (ii) fails comply with applicable laws or regulations (iii) causes harm or poses a risk to any other User of the Platform (iv) exposes Cellseeker or the Platform to a potential risk or legal liability, or (v) is not using the Platform anymore and has not logged into the Platfrom at least once within the last twelve month.

Upon a termination of an Account Cellseeker may at its sole discretion (i) issue a warning to the Account Manager, (ii) suspend, disable, or restrict a User’s access to the Platform, or (iii) delete of modify any of the Information which had been submitted by the Users under the Account.

Sections 3, 6, and 7 of the Agreement shall survive any termination.

8. Miscellaneous

This Agreement shall be governed by and construed in accordance with German law. The venue for any disputes arising out of or regarding this Agreement shall be Hamburg, Germany.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event a court of competent jurisdiction holds any provision of this Agreement to be invalid, such holding shall have no effect on the remaining provisions of this Agreement, and they shall continue in full force and effect. A statutorily permissible provision shall be inserted in place of the invalid provision which commercially most closely reflects the purpose of the invalid provision.

Any notice required or permitted to be given under this Agreement shall be delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, to

Cellseeker GmbH.
Osterfeldstraße 12-14
22529 Hamburg
Germany

Cellseeker is permitted to transfer its right under this Agreement to third parties.

In case that Cellseeker is not enforcing its rights under this agreement or is not pursuing a breach of the Agreement by a User this shall not be misconstrued as a waiver of such rights to do so.