1. DEFINITIONS

1. TNO. The Nederlandse Organisatie voor toegepast-natuurwetenschappelijk onderzoek TNO (Netherlands Organisation for applied scientific research TNO), a legal entity by public law (i.e. the TNO-wet), duly organized and existing under the laws of the Netherlands and having its registered seat at Anna van Buerenplein 1, 2595 DA, Den Haag, the Netherlands, hereinafter referred to as TNO.
2. DIAMONDS. DIAMONDS is the data management and data integration platform developed by TNO, hereinafter referred to as DIAMONDS.
3. DIAMONDS website. The website that allows users to access DIAMONDS, hereinafter referred to as DIAMONDS website, which is hosted under the following url (and includes any url with the same beginning): https://diamonds.tno.nl
4. ToU. The Terms of Use as defined in this document dated [May 6, 2021], hereinafter referred to as ToU.
5. TNO Agreement is the agreement negotiated between the User and TNO, for the use of certain modules or to Access Non-public Projects, for which a prior written separate and specific agreement with TNO is required.
6. Data. Data means any piece of information to be found by accessing the DIAMONDS website to the extent permitted by these ToU or the TNO Agreement, hereinafter referred to as Data. The Data may contain public available data or information.
7. Users. Natural persons or legal entities authorized and registered at DIAMONDS by providing personal login name and password (“Credentials”) for the purpose of accessing DIAMONDS website.
8. Access. Access to DIAMONDS and its Data via the DIAMONDS website, is solely available to Users, and subject to compliance with these ToU or, if applicable, a TNO Agreement.
9. Public Project. A project in DIAMONDS that can be accessed by all Users, provided it is used for non-commercial internal purposes of the User, and in accordance with the ToU. Any other use requires TNO’s prior written agreement.
10. Non-public Project. A project in DIAMONDS that can only be accessible by specific Users, provided a separate TNO Agreement has been concluded.

2. INTERPRETATION

1. The following ToU govern your use of DIAMONDS website and the platform. These ToU are governed by the laws of the Netherlands.

3. PURPOSE OF DIAMONDS

1. DIAMONDS is a generic data management and data integration platform for a broad range of Life Science applications created by TNO. DIAMONDS’ content and functionality is organized in diverse projects, each with their specific set of modules. Users may obtain granular Access to different projects and thereby access different functionality or data content, subject, if applicable, to a TNO Agreement. Without a TNO Agreement, Users will only have access to Public Projects, the Access to which is granted only for non-commercial internal use by the User. Access to Non-Public Projects in DIAMONDS and its Data is only permitted subject to a signed TNO Agreement.

4. USE OF DIAMONDS AND ITS DATA

1. A User shall only Access DIAMONDS and its Data in the manner and purposes set forth in Article 3 hereof, and provided the Access is in compliance with this ToU and the relevant TNO Agreement.
2. User shall use DIAMONDS in compliance with the applicable laws.
3. TNO is not responsible for any User’s use of Data retrieved via the DIAMONDS website directly or indirectly.
4. DIAMONDS records details about how DIAMONDS is used by the User for purposes of general improvement as well including detecting and preventing unacceptable use.
5. Users shall not use DIAMONDS or its Data for advertising, direct marketing, marketing research or similar purposes.
6. A User shall not re-package, download, compile, re-distribute, reverse engineer or re-use any or all of DIAMONDS or its Data unless prior written permission by TNO.
7. In order to Access DIAMONDS, the User is asked to create an account for which certain personal data elements are collected. For the purposes of managing the User account, the personal data is processed in accordance with the privacy policy available at [https://diamonds.tno.nl/privacy] .
8. The User is fully responsible to keep the confidentiality of the Credentials, and any possible misuse of such Credentials.

5. INTELLECTUAL PROPERTY

All intellectual property rights (including copyrights) concerning DIAMONDS or its content are fully reserved to TNO, its partners or licensors. The User shall not acquire or appropriate any right to or interest in (parts of) DIAMONDS, its content or the Data, and shall not claim any legal right thereto. Except as provided otherwise, the Access to DIAMONDS shall not be construed as granting any rights or licenses under or in connection with the Data or the content of DIAMONDS.

6. DIAMONDS AND ITS DATA

1. TNO may modify, update or delete Data or the content of DIAMONDS at its own discretion.
2. TNO may remove Public Projects from DIAMONDS at any time and is entitled, at its sole discretion, to terminate or slow down a User's Access to Public Projects at its own discretion.
3. TNO may suspend Access to DIAMONDS, or part thereof, at any time for maintenance purposes, upgrades, security fixes and deployment of new services without notification of the Users.
4. TNO may immediately terminate Access to DIAMONDS by a User in case of breach by the User of the applicable laws, these ToU or the relevant TNO Agreement.

7. WARRANTIES AND DISCLAIMER

1. Use of DIAMONDS and its Data is at the User's own risk.
2. DIAMONDS website may contain links to other websites which are not under the control of TNO. TNO is not responsible of such websites and has no control over the nature, security, content and availability of those sites. The inclusion of any links does not imply a recommendation or endorse the views expressed within them. TNO makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to DIAMONDS or the content contained on DIAMONDS for any purpose. TNO does not warrant that the use of DIAMONDS will be uninterrupted, error or virus free or available at any time.
3. DIAMONDS and its Data are experimental in nature, therefore its content and the Data are provided to the User “AS IS”. TNO expressly disclaims any warranty that the Data (i) shall be merchantable, (ii) shall be fit for any particular purpose, (iii) does not infringe intellectual property rights of third parties.

8. LIABILITY

1. To the extent permitted by law, TNO’s shall not be liable for any loss or damage suffered by another party as a result of the use of DIAMONDS or its Data, other than in the event of willful intent or gross negligence on the part of TNO;
2. No indirect damages. Under no circumstances shall TNO be liable to the User for any indirect, incidental, special, consequential or exemplary damages arising from User’s use of DIAMONDS, including loss of profits or lost revenues, business interruption or loss of business information, production failure, impairment of other goods or otherwise, even if it has been advised of the possibility of such damages.

9. MISCELLANEOUS

1. Conflict with the TNO Agreement. If there is any conflict between the provisions of these ToU and the TNO Agreement, the provisions of the TNO Agreement shall prevail.
2. Assignment. No User shall assign rights or obligations of these ToU.
3. TNO reserves the right to revise or amend these terms at any time.
4. Dispute Resolution. Any disputes arising out of or in connection with these ToU that cannot be settled in an amicable manner between duly authorized representatives of TNO and the User, shall exclusively be referred to the competent courts of The Hague, the Netherlands.