9xc Terms and Conditions

1.1. The definitions in this clause apply in this Agreement.
Agreement: these terms and conditions together with any applicable Order Form.
Confidential Information: any and all information of a confidential or proprietary nature or trade secrets obtained directly or indirectly through the use of the Services or otherwise in connection with this Agreement, including without limitation, these terms and conditions and the Output.
Data Protection Laws: means: i) to the extent the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (ii) to the extent the General Data Protection Regulation ((EU) 2016/679) applies, the law of the European Union or any member state of the European Union to which the Provider is subject, which relates to the protection of personal data.
Input Data: any data (including meta-data) either directly inputted or otherwise made available to Provider by or on behalf of Customer to receive the Services.
Effective Date: the date of the last signatory to the Order Form.
Feedback: suggestions, comments, improvements or any other feedback regarding the functionality, user experience or general operation of the Services provided by or otherwise on behalf of the Customer to Provider or 9xchange.
Order Form: a completed order form submitted via the 9xchange Marketplace signed by both Customer and Provider setting out the Services to be provided by Provider and the fees for such Services.
Output: the PDF report and any other content provided to Customer by Provider either directly or via a link on the  9xchange Marketplace as part of the Services.
Services: the Evidence Pack services provided to a Customer in relation to assets placed on the 9xchange Marketplace including the provision of a PDF report involving indication name(s), bucket-level scores for indications and detailed evidence for up to 3 indications, or as otherwise detailed in the relevant Order Form.
9xchange: 9xchange Limited incorporated and registered in Israel with company number 516477809 whose registered office is at 10 Rosenblum Herzl st. Tel Aviv 6937957 Israel. 9xchange host the marketplace on which the Output will be provided to Customer.
9xchange Marketplace: means the invitation-only biopharma online marketplace at www.9xc.co/welcome. 

2.1. Subject to the terms and conditions set out in this Agreement, Provider will provide the Services to Customer via the 9xchange Marketplace provided that the Customer is a member of the 9xchange Marketplace. Customer acknowledges and agrees that Provider’s sole responsibility is to provide the Services, including providing the Output to 9xchange to share with Customer. For the avoidance of doubt, Provider shall have no obligation or liability in connection with the hosting and access to the Output on the 9xchange Marketplace, availability of the 9xchange Marketplace, or failure of 9xchange to share the Output with Customer.

2.2. Customer acknowledges and agrees that the Output will be provided to Customer via the 9xchange Marketplace by 9xchange; and that Provider and/or its licensors own all intellectual property rights in and to the Services including without limitation the Output.

2.3. Provider hereby grants to the Customer a non-exclusive, non-transferable licence, without the right to grant sublicences, to use the Output, solely for the Customer's internal and research purposes in connection with the indications specified in the Order Form. The rights provided under this clause are granted to personnel of the Customer working on projects relating to the indications specified in the Order Form only. For the avoidance of doubt no other rights are granted to Customer in connection with this Agreement including, without limitation, to the Benevolent Platform. 

2.4. Any queries relating to the Services should be sent to 9xc-support@benevolent.ai.
 

Provider will be free to use, disclose, reproduce, distribute, implement or otherwise commercialise all Feedback provided by the Customer without obligation or restriction of any kind. All rights, title and interest in any Feedback shall vest in Provider on creation. The Customer hereby assigns to Provider absolutely with full title guarantee all right, title and interest in and to the Feedback.

 4.1. The Customer shall, and procure that any personnel with access to the Services including without limitation the Output shall:
4.1.1. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities in connection with this Agreement;
4.1.2. ensure that its personnel use the Services including without limitation the Output in accordance with the terms and conditions of this Agreement and be responsible for any of its personnel’s breach of this Agreement; and
4.1.3. pay the applicable fees set out in the Order Form to 9xchange that will act as collection agent for Provider in relation to the fees for the Services.  Provider agrees that 9xchange is its collection agent in relation to the fees but in the event that Customer fails to pay the fees to 9xchange, Provider may directly recover these fees from Customer. 

4.2. The Customer shall not:
4.2.1. disclose, distribute or otherwise transfer the Output to any third party without the prior written consent of Provider; and
4.2.3. repurpose, mix, integrate or otherwise combine the Output in connection with any other data or information without the prior written consent of Provider.

4.3. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
4.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, including without limitation the Output in any form or media or by any means; 
4.3.2. use the Services, including without limitation the Output to provide services to third parties; 
4.3.3. licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services including without limitation the Output available to any third party; or
4.3.4. attempt to obtain, or assist third parties in obtaining, access to the Services including without limitation the Output, other than as provided under this Agreement.

4.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services including without limitation the Output and, in the event of any such unauthorised access or use occuring, promptly notify Provider.

5.1. For the purposes of this clause the terms Controller, Processor, Personal Data, and Processing shall have the meaning given to them in the UK GDPR.
5.2. By completing an Order Form the Customer acknowledges that personnel Personal Data will be processed by Provider and may include name, email address or other personal data provided at the point of sign-up and on the Order Form. The Customer agrees that, for the purposes of Data Protection Laws, Provider will be a Controller in respect of the Processing of any personnel Personal Data.

It is a condition of access to and use of the Services and receipt and use of any Output in accordance with this Agreement that the Customer at all times obtains and maintains in good standing all necessary licences, consents and permissions to provide any content to Provider in connection with the Services.
 

7.1. Provider shall use reasonable skill and care to provide the Services including without limitation the Output, except as expressly set out in this Agreement Provider makes no representations or warranties in relation to the Services including without limitation the Output, or its use pursuant to this Agreement, including that:
7.1.1. the Services including without limitation the Output will meet the Customer's requirements; 
7.1.2. the Output returned as part of the Services will be accurate or error-free, or be available or accessible by the Customer more generally for any particular period of time.

7.2. Provider is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or for any unavailability of the 9xchange Marketplace and the Customer acknowledges that the Services, including without limitation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3. Provider shall have no obligation to maintain, correct, update, change, modify, or otherwise support the Services including without limitation the Output.

7.4. The Customer acknowledges that:
7.4.1. This Agreement shall not prevent Provider from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement;
7.4.2. Provider may discontinue providing the Services at any time in which case it shall, in its sole discretion, either complete the Output relevant to any active Order Forms or reimburse Customer for any work not yet undertaken at the time it ceases to provide the Services.    

7.5. The Customer assumes sole responsibility for its use of any Output, and for any conclusions drawn from such use. Provider shall have no liability or any responsibility for any use which may be made by Customer of the Output, nor for any reliance which may be placed by Customer on any of the Results, nor for advice or information given by Provider in connection with any of the Output.

8.1. The Customer may be given access to Confidential Information in connection to this Agreement. Confidential Information shall not be deemed to include information that:
8.1.1. is or becomes publicly known other than through any act or omission of the Customer;
was in the Customer’s lawful possession before the disclosure;
8.1.2.  is lawfully disclosed to the Customer by a third party without restriction on disclosure; or
8.1.3. is independently developed by the Customer, which independent development can be shown by written evidence.

8.2. Subject to 9.4, Customer shall hold the Confidential Information in confidence and not make the Confidential Information available to any third party, or use the Confidential Information for any purpose other than the implementation of this Agreement.

8.3. The Customer shall take all reasonable steps to ensure that the Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

 8.4. The Customer may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives Provider as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of Provider in relation to the content of such disclosure.

8.5. The Customer shall not make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of Provider (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

8.6. The above provisions of this 8 shall survive termination or expiry of this Agreement, however arising.

9.1. The Customer shall defend, indemnify and hold harmless Provider against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, including without limitation the Output in violation of the terms of this Agreement, provided that:
9.1.1. the Customer is given prompt notice of any such claim;
9.1.2. Provider provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
9.1.3. the Customer is given sole authority to defend or settle the claim.
 

10.1. Nothing in this Agreement excludes the liability of either party for:
10.1.1. for death or personal injury caused by Provider's negligence; 
10.1.2. for fraud or fraudulent misrepresentation; 
10.1.3. breach of confidentiality obligations or in connection with its indemnity obligations; or
10.1.4. for any other liability which cannot be excluded by law.

10.2. Subject to 11.1:
10.2.1. neither party not its affiliates or licensors shall be liable whether in tort (including for negligence or breach of statutory duty), breach of contract, misrepresentation, restitution or otherwise for any loss of profits (direct or indirect), loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
10.2.2. Each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the fees set out in the Order Form.

11.1. This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue until completion of the Services. 
11.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement for convenience at any time by notifying the other party in writing.
11.3. On termination of this Agreement for any reason:
11.3.1. the licence granted in clause 2.3 shall continue in respect of Outputs already delivered only;
11.3.2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

Provider shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Provider or any other party), epidemic or pandemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Provider or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

13.1. Provider may update, amend, modify or supplement the terms and conditions of this Agreement from time to time by posting a revised version of these terms and conditions on the benevolent.com/9xc-terms-conditions/. Such changes will take effect immediately. Customer can review the most current version of these terms and conditions at any time at: benevolent.com/9xc-terms-conditions/. Any such modification may be made without the consent of any third party beneficiaries of this Agreement. The Customer’s continued use of the Services including without limitation the Output after Provider posts a new version of the Agreement will be conclusively deemed to be acceptance by the Customer of any such new version.
13.2. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.3. If any provision or part-provision of this Agreement is or becomes invalid, illegal or  unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. 
13.4. This Agreement constitutes the entire agreement between the parties on the subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.5. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.6. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
13.7. The Customer shall not, without the prior written consent of the Provider, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.8. Provider may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.9. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have    the authority to act in the name or on behalf of or otherwise to bind the other in any way  (including, but not limited to, the making of any representation or warranty, the assumption of    any obligation or liability and the exercise of any right or power).
13.10. Except as expressly stated in this Agreement, this Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.11. Except where this Agreement permits notice via email, any notice required to be given under this Agreement shall be in writing and shall be sent by pre-paid first-class post or recorded delivery post to the other party at its registered address, or such other address as may have been notified by that party for such purposes.
13.12. A notice delivered by email shall be deemed to have been received one (1) business day after being sent. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. 
13.13. This Agreement 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.
13.14. Each party irrevocably agrees that the courts of England and Wales shall have exclusive    jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).