DasLab services can be accessed either through a statutory health insurance or a telemedicine specialist consultation provider or a provider of the infrastructure of such a service ("telemedicine provider"). Depending on whether you place your order via your statutory health insurance or via your telemedicine provider, the privacy policy for the use of DasLab services via the statutory health insurance or the privacy policy for the use of DasLab services via a telemedicine provider is relevant.
Use of DasLab services via the statutory health insurance scheme
Use of DasLab services via a telemedicine provider
Use of the DasLab service outside statutory health insurance and telemedicine providers
General Terms and Conditions for the Use of DasLab Services via the Statutory Health Insurance Scheme
These Terms of Use ("Agreement") are entered into between Das Lab GmbH, hereinafter referred to as "DasLab", and the company or person accessing the Service ("User" or "you").
If you access or use the Service on behalf of your company, you represent and warrant that you are authorised to accept this Agreement, by yourself or on behalf of your company.
The "effective date" of this agreement is the date on which the user first uses the DasLab platform. There is no contract with DasLab for the provision and/or evaluation of the chosen service, but only for the mediation between users and service providers. This contract governs the user's first use of the DasLab platform as well as future use of the platform that relates to this contract. DasLab reserves the right to amend this Agreement as permitted in Section 18 (Amendments to the Agreement).
By agreeing to this Agreement or by accessing or using the Service, you expressly agree to be bound by the terms and conditions set forth in this Agreement. Each party acknowledges and agrees that this Agreement constitutes a legally binding agreement between DasLab and the User.
1. Overview
DasLab operates an online platform as a digital infrastructure for medical diagnostics that connects healthcare providers, medical laboratories - and other healthcare stakeholders - with patients through clear and simple online tools. The platform is designed to provide healthcare providers and medical laboratories with streamlined, digital access to medical diagnoses and related information, with the goal of providing more effective and efficient healthcare. To this end, data submitted to the platform is shared among the users of the platform (provided consent has been given).
2. The service
2.1 Permitted use
During the term of the User Agreement, the User may access and use the Platform solely for the purposes of providing healthcare services under the Platform's service offering, which may include, but is not limited to, the following:
in accordance with the Documentation and the terms and conditions of this Agreement, including any restrictions on use set out in a Purchase Order.
2.2 Users
Only authorised users may access or use the service. Each user must keep their login details confidential and must not disclose them to any third party. The user is responsible for compliance with this agreement through the actions taken through accounts of those selected by the user as authorised persons. User shall notify DasLab immediately if User becomes aware of any compromise of User's credentials. DasLab will use user account information as described in its Privacy Policy.
2.3 Administrators
The user usually also acts as the administrator.
2.4 Registration with company e-mail
If you create an account with an email address belonging to your employer or another legal entity, you represent and warrant that you are authorised to create an account on behalf of such legal entity. In addition, you acknowledge that DasLab may transfer your email address to the relevant legal entity (hereinafter referred to as "User") and that control of your account may be transferred to the User. Upon such transfer, the User's designated administrator may have the ability to (i) access, disclose, restrict or remove information from the Account, (ii) restrict or terminate your access to the Platform, and (iii) prevent you from disconnecting your Account from the User at a later date.
2.5 Age requirement for users
The Platform is not intended for and may not be used by persons under the age of 18. By using the Platform, the User represents and warrants that he or she is at least 18 years of age at the time of first accessing the Platform. If a User is under 18 years of age, the User represents and warrants that the use of the Platform is with the consent of the User's parent or guardian.
2.6 Restrictions
The user will not (and will not allow anyone else to) do the following:
3. use of DasLab services through the statutory health insurance scheme.
3.1 DasLab is included in the special care according to § 140a SGB V of statutory health insurances ("statutory health insurance") ("selective contract"). Part of these selective contracts of the statutory health insurers is the provision of a care offer for the early detection of colorectal cancer of the statutory health insurers to their members using the services of DasLab. DasLab is obliged by selective contract to offer the following care offer in particular to members of the statutory health insurance ("SHI service"):
3.2 The existing selective contract enables members of the statutory health insurance to access and use the SHI service described in section 3.1. In this case, the user of DasLab's services within the meaning of these GTC is the member of the statutory health insurance.
3.3 The fulfilment of inclusion criteria may be required for access to the SHI benefit. These are checked in advance by DasLab.
3.4 In the event of a claim for the SHI service, the user triggers the use of DasLab's services via the website of the statutory health insurance. Provided that the inclusion criteria according to section 3.3 are fulfilled, a service contract within the meaning of § 611 BGB (German Civil Code) on the use of DasLab services is concluded between the user and DasLab.
3.5 DasLab provides the digital infrastructure for medical diagnostics on its online platform by connecting healthcare providers, medical laboratories and other healthcare players with users. For this purpose, DasLab cooperates contractually with healthcare players such as medical laboratories. DasLab always acts exclusively as an intermediary and enables users to access medical services. DasLab is not a medical service provider in its own right.
3.6 If further services of DasLab outside of the selective contract with the statutory health insurance are used by the user via DasLab, an additional service contract within the meaning of § 611 of the German Civil Code (BGB) is concluded, which is independent of the selective contract, within the framework of which the use of the services of DasLab may be associated with costs for the user. DasLab will inform the user in advance of the costs incurred.
3.7 After the end of the service offer with the statutory health insurance, the registration with DasLab remains valid. The user account can be deleted at any time or further services of DasLab can be used via it.
4. Support
4.1 During the term of the service contract within the meaning of Clause 3.4, DasLab shall provide support in the form of online chat and e-mail for the services to be provided by DasLab.
4.2 If the use of DasLab's services goes beyond the use regulated in section 3, users can also request support services from the statutory health insurance.
5. Customer content
5.1 Data use
5.2 Safety
DasLab takes appropriate technical and organisational measures to protect the platform and customer content.
5.3 Data export
During the term of the user contract or within 30 days after the end of the contract, the user may request an export of his user content from the platform by contacting DasLab customer support. After this period, DasLab may delete this data in accordance with its standard schedule and procedures. If the User chooses to proactively delete their account at any time, all associated User Content will be permanently deleted and cannot be restored.
6. User obligations
The User is responsible for its User Content, including its information content and accuracy, and undertakes to comply with the law and professional obligations when using the Platform. The User represents and warrants that it has provided all information and has all rights, consents and permissions necessary to use its User Content as part of the Platform Service and to grant DasLab the rights set out in Section 5.1 (Data Use) without violating any laws, third party rights (including intellectual property rights, publicity or privacy rights) or any terms or privacy policies applicable to the User Content.
7. Blocking access
DasLab may block the User's access to and use of the Platform and the related services in the event of significant breaches of duty, in particular if the User breaches section 2.5 (User age requirement), section 2.6 (Restrictions) or section 6 (User obligations), if the User's account is 10 days or more overdue or if the User's actions jeopardise other Users or the security, availability or integrity of the Platform or the Platform services. To the extent possible, DasLab will use reasonable efforts to notify the User in advance of the suspension. As soon as the User has resolved the problem that necessitated the blocking, DasLab will restore the User's access to the Platform in accordance with this Agreement. For the purpose of blocking, it is sufficient to have a reasonable suspicion of a significant breach of duty, which exists in particular if courts, authorities and/or other third parties inform DasLab of this. DasLab must notify the user of the block and the reason for it without delay. The block must be lifted as soon as the suspicion is invalidated.
8. Technical services
All purchased technical services are described in the corresponding order. The user will provide DasLab with timely access to the user materials required for the technical services, and if the user fails to do so, DasLab will be released from its obligation to provide the technical services until such access is provided. DasLab will only use the User Materials for the provision of the Technical Services. All Technical Services relate to the configuration or use of the Platform and the Platform Service. The User may only use the results of the Technical Services in the context of the authorised use of the Service, subject to the same conditions as for the Platform in Section 2 (The Service) and Section 5 (User Obligations).
9. Data security
DasLab strives to take a robust approach to the security of the Platform and the protection of your data. We use industry standard security measures and practices to protect your data from unauthorised access, disclosure, alteration or destruction. Our security measures include encryption, firewalls, access controls and regular security audits. We continuously monitor and update our systems to stay ahead of new threats and ensure a sufficient level of security for your data.
10 Guarantees and disclaimers
10.1 Limited warranty
DasLab ensures the user that:
These warranties do not apply to (a) problems caused by misuse or unauthorised modifications, (b) problems in third party platforms or other third party systems or (c) trial versions and betas or other free versions or versions used for testing purposes.
10.2 Warranty
If DasLab is in culpable breach of Section 10.1 (Warranty) and the User makes a reasonable warranty claim within 30 days of discovery of the problem, DasLab will use reasonable efforts to remedy the defect. If DasLab is unable to do so within 60 days of the user's assertion of a warranty claim, either party may terminate the affected order with respect to the non-compliant service or technical services. DasLab will then refund to the user any prepaid, unused fees for the terminated portion of the user contract term (for the performance warranty) or for the non-compliant technical services (for the technical services warranty). This settles all claims of the user for warranty pursuant to Section 10.1.
10.3 Exclusions of liability
Except as expressly provided in Section 10.1 (Limited Warranty), the Platform, Platform Service, Support, Technical Services and all related DasLab Services are provided "as is". DasLab and its suppliers make no other warranties, express or implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Without limiting the express obligations in Section 3 (Support), DasLab does not warrant that User's use of the Platform will be uninterrupted or error-free or that the Platform Service will meet User's requirements, work in combination with any third party services used by User, or preserve User's Content without loss. DasLab shall not be liable for any delays, failures or problems that occur in the use of the Internet and electronic communications or other systems outside of DasLab's control. The user may have other legal rights, but any statutory warranties are limited to the shortest period permitted by law.
11 Term and termination
11.1 Running time
This Agreement shall commence on the Effective Date and shall continue until 90 days after the expiration or termination of all User Agreement terms.
11.2 Termination for cause
Either party may terminate this Agreement (including any Order) if the other party (a) fails to cure a material breach of this Agreement (including non-payment of fees) within 30 days of notice, (b) ceases to operate without a successor, or (c) seeks protection in any bankruptcy, receivership, trust, creditors' arrangement, arrangement or similar proceeding, or if any such proceeding is commenced against such party and is not dismissed within 60 days.
11.3 Termination for reasons of goodwill
Either party may terminate this Agreement (including any Orders) at any time for any reason upon 90 days' notice to the other party, provided that (i) User shall not be entitled to a refund of any prepaid fees and (ii) if User has not yet paid all applicable fees for the then-current Subscription Term, all outstanding fees shall become immediately due and payable.
11.4 Effectiveness of the termination
Upon expiration or termination of this Agreement or any Order, the User's access to the Platform and the Technical Services shall terminate, except for the limited use of the User Content Export Service as described in Section 5.3 (Data Export). Upon request of the Disclosing Party, the Receiving Party will delete all Confidential Information of the Disclosing Party upon expiry or termination of this Agreement (except for User Content, which is addressed in Section 5.3). User Content and other Confidential Information may be retained in the Receiving Party's standard backups after deletion, but will remain subject to the confidentiality restrictions of this Agreement.
11.5 Continuance
These sections survive the expiration or termination of this Agreement: 3.6 (Restrictions), 5.3 (Data Export), 6 (User Obligations), 10.3 (Disclaimers), 11.4 (Effectiveness of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Conditions) and Definitions. Except where an exclusive remedy is provided, the exercise of any remedy under this Agreement, including termination, shall not limit any other remedy to which a party may be entitled.
12. Ownership
Neither party grants the other any rights or licenses not expressly set forth in this Agreement. Except for DasLab's rights of use in this Agreement, the User retains all intellectual property and other rights in the User Content and User Materials provided to DasLab between the parties. Apart from the User's rights of use in this Agreement, DasLab and its licensors retain all intellectual property and other rights in the Platform, the Platform Service, the Technical Services and the related DasLab Technology. DasLab shall be entitled to generate and use Usage Data to operate, improve, analyse and support the Service and for other lawful business purposes. If the user provides DasLab with feedback or suggestions regarding the Service or other DasLab offerings, DasLab may use the feedback or suggestions without restriction or obligation.
13 Limitations of liability
13.1 Waiver of compensation
The exclusion of liability in this Section 13.1 (Waiver of Damages) shall not apply to the extent prohibited by law. Except for the Excluded Claims, neither party (nor its suppliers) shall be liable in connection with this Agreement for any loss of use, loss of data, loss of profits, failure of security mechanisms, revenue, goodwill, business interruption or indirect, special, incidental, consequential or special damages of any kind, even if advised in advance of the possibility thereof.
13.2 Excluded claims
"Excluded Claims" means: (a) breach of Sections 3.6 (Restrictions) or 6 (Client Obligations) by Client, (b) breach of Section 15 (Confidentiality) by either party (but excluding claims relating to Client Content), (c) amounts payable to third parties pursuant to Client's obligations in Section 14.2 (Indemnity by the Client) to third parties, (d) wilful misconduct by either party, or (e) the provision of the Service by DasLab resulting in death, personal injury or damage to property.
13.3 Nature of claims and failure of essential purpose
The waivers and limitations in this Section 13 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and shall survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
14. Exemption
14.1 Exemption by DasLab
DasLab will defend the User against any third party claim that the Platform, when used by the User as authorised in this Agreement, infringes any patent, copyright, trademark or trade secret of any third party.
14.2 Release by the user
The User shall defend DasLab against all third party claims arising out of User Content, User Materials or the User's breach or alleged breach of Section 6 (User Obligations) and indemnify DasLab against any damages or costs awarded against DasLab (including reasonable attorneys' fees) or agreed to by the User in settlement arising out of the claim.
14.3 Procedure
The indemnifying party's obligations in this Section 14 are subject to (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defence and settlement of the claim, and (c) all reasonably necessary cooperation from the indemnified party at the indemnifying party's expense for reasonable out-of-pocket expenses. The Indemnifying Party shall not be entitled to settle any Claim without the prior consent of the Indemnified Party if the settlement would require the Indemnified Party to admit fault or to take or refrain from taking any action (other than in connection with the use of the Service where DasLab is the Indemnifying Party). The Indemnified Party may participate in any action with its own counsel at its own expense.
14.4 Mitigation and exceptions
In response to an actual or potential infringement, DasLab may, in its sole discretion: (a) procure rights for User's continued use of the Service; (b) replace or modify the allegedly infringing portion of the Platform Service to avoid infringement without affecting the overall functionality of the Platform; or (c) terminate the affected request and refund to User any prepaid, unused fees for the terminated portion of the subscription term. DasLab's obligations in this Section 14 do not apply (1) to infringements resulting from User's modification of the Platform and the Platform Service or use of the Platform in combination with features not specified in the Documentation or not provided by DasLab (including Third Party Platforms), (2) to infringements resulting from software that is not the latest version provided by DasLab, (3) for unauthorised use of the Platform, (4) if the User settles or concedes a claim without DasLab's prior consent, (5) if the User continues to use the Platform (or any feature thereof) after being notified of the alleged infringement or notified of changes that would have avoided the alleged infringement, or (6) for trial versions and betas or other free or evaluative use. This Section 14 sets out the user's exclusive remedies and DasLab's entire liability in respect of infringement of third party intellectual property rights.
15. Confidentiality
15.1 Definition
"Confidential information" means, in particular, business secrets within the meaning of section 2 no. 1 GeschGehG as well as all information and documents which become known to one party in the course of its activities and which are subject to secrecy according to the recognisable or even only presumed will of the other party. This includes, for example, all circumstances concerning a patient (section 203 StGB), as well as facts subject to postal or telecommunications secrecy (section 206 StGB). Confidential information includes in particular all technical, technological and commercial information and documents as well as information and documents of the company organisation and all other information and documents of economic value which are not generally known.
15.2 Obligations
As the Receiving Party, each Party shall (a) keep Confidential Information confidential and not disclose it to any third party except as permitted in this Agreement, including Section 5.1 (Use of Data), and (b) use Confidential Information only to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives who have a legitimate need to know (including, in the case of DasLab, to subcontractors referred to in clause 19.8), provided that it remains responsible for their compliance with this clause 14 and they are bound by confidentiality obligations no less stringent than this clause 15.
15.3 Exceptions
These confidentiality obligations do not apply to information that the receiving party can demonstrate (a) is or becomes publicly known through no fault of its own, (b) it lawfully knew or possessed prior to receipt hereunder, (c) it lawfully received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party's confidential information.
15.4 Remedies
The unauthorised use or disclosure of Confidential Information may cause substantial damage for which damages alone are not a sufficient remedy. Either party may seek equitable relief appropriate to the breach or threatened breach of this Section 15 in addition to other available remedies.
A breach of this confidentiality agreement may be punished with imprisonment or a fine, in particular in accordance with §§ 203, 204, 206 StGB and § 23 GeschGehG in conjunction with § 4 GeschGehG. The user will be informed separately in this context,
16. Disclosures required
Nothing in this Agreement shall prohibit either party from disclosing User Content and other confidential information when required to do so by law, subpoena or court order, provided that it notifies the other party in advance and cooperates in all efforts to obtain confidential treatment.
17. Public relations
Neither party may publicly disclose this Agreement unless the other party has given its prior consent or it is required by law. DasLab may, however, include the user and its trademarks in DasLab's user lists and promotional materials, but will discontinue such use upon written request by the user.
18. Amendments to the agreement
DasLab may amend this Agreement from time to time by giving notice to the User by email or via the Platform (which may include changes to Platform prices and schedules). Unless a shorter period is specified by DasLab (e.g. due to changes in the law or urgent circumstances), the changes will take effect upon the renewal of the User's current subscription term or the conclusion of a new order. If DasLab indicates that the changes to the Agreement will take effect prior to the User's next renewal or order, and the User notifies DasLab of its objection to the changes within 30 days of the date of such notice, DasLab will (at its sole discretion and as the User's exclusive remedy) either: (a) allow the User to continue the existing version of this Agreement until the expiry of the current Subscription Term (after which the amended Agreement will take effect); or (b) allow the User to terminate this Agreement and receive a refund of the prepaid Service Fees attributable to the terminated portion of the relevant Subscription Term. User may be required to accept or otherwise agree to the amended Agreement by mouse click in order to continue to use the Service and, in any event, User's continued use of the Platform after the effective date of the updated version of this Agreement shall constitute User's acceptance of such updated version.
19 General Conditions
19.1 Assignment
Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets or voting securities. Any unauthorised assignment shall be void. This Agreement shall bind and inure to the benefit of the permitted successors and assigns of each party.
19.2 Governing Law, Jurisdiction and Venue
This contract is subject to the law of the Federal Republic of Germany. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. General terms and conditions of both parties are expressly excluded. The exclusive place of jurisdiction is the Regional Court of Berlin and both parties submit to the personal jurisdiction of this court.
19.3 Attorney's fees and costs
The prevailing party in any proceeding to enforce this Agreement shall be entitled to reimbursement of its reasonable attorneys' fees and costs in connection with such proceeding.
19.4 Notes
Except as otherwise provided in this Agreement, all notices or consents under this Agreement shall be in writing and shall be deemed given: (a) upon receipt if delivered personally, (b) upon receipt if delivered by registered or certified mail, or (c) one day after mailing if delivered by commercial overnight delivery service. If notice is given to DasLab, it must be sent to the following address:
DasLab GmbH
Ludwigstrasse 8
80539 Munich,
Germany
Note: Legal Department.
All notifications to DasLab must include a copy by email to legal@daslab.health. In the case of notices to the User, DasLab may send them to the address provided by the User at the time of registration. Either party may update its address by notifying the other party. DasLab may also send operational notices to the User by email or via the Platform.
19.5 Changes
Except as otherwise provided in this Agreement, any amendments, modifications or additions to this Agreement must be in writing and signed by the authorised representatives of both parties or agreed to electronically by DasLab, as applicable. DasLab may, however, upon prior notice to the user, change the policies to reflect new features or changing practices, which changes will not materially reduce DasLab's overall obligations during a subscription term. The terms and conditions contained in any past, present or future user order, business form or vendor management portal do not amend or modify this Agreement and are expressly rejected by DasLab; all such documents are for administrative purposes only and have no legal effect.
19.6 Waivers and severability
Waivers must be signed by an authorised representative of the waiving party and cannot be inferred from conduct. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be limited to the minimum extent necessary so that the remainder of this Agreement shall continue in full force and effect.
19.7 Force majeure
Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement due to events beyond its control, such as strikes, blockades, war, acts of terrorism, riots, internet or utility failures, denial of governmental approvals or natural disasters.
19.8 Subcontractors
DasLab may use subcontractors and permit them to exercise DasLab's rights, but DasLab shall remain responsible for their compliance with this Agreement and for its overall performance under this Agreement.
19.9 Independent contractors
The parties are independent contractors, not agents, partners or joint ventures.
19.10 Open Source
The Software may include third party open source software ("OSS") listed in the Documentation or upon request by DasLab. To the extent required by the OSS Licence, such licence shall apply to the OSS on a stand-alone basis and not to this Agreement.
Definitions
"DPA" means the Data Processing Addendum between the Parties, the current version of which can be found here.
"Documentation" means DasLab's usage guidelines and standard technical documentation for the Service.
"Health care providers" means doctors (and any persons assisting doctors), clinics or hospitals and their staff, phlebotomists, nurses or the like.
"Laws" means all relevant local, state, federal and international laws, regulations and conventions, including those relating to data protection and data transmission, international communications and the export of technical or personal data.
"Medical laboratories" means specialised organisations and their authorised representatives responsible for taking samples from individual patients and performing comprehensive analyses of those samples to identify specific biomarkers or indications and providing accurate and detailed reports of the results
"Order/Inquiry" means any order document, online registration or application, order description or order confirmation provided by DasLab that relates to this Agreement.
"Platform/Platform Service" means DasLab's proprietary cloud service as specified in the relevant Order and as amended from time to time. The Service includes the Software and Documentation but does not include any third party technical services or platforms.
"Policies" means the Privacy Policy, the Security Policy and the Support Policy.
"Privacy Policy" means the Privacy Policy, the current version of which can be found here.
"Security Policy" means the DasLab Security Policy, the current version of which can be found here.
"Software" means any DasLab client software, scripts, applications or other code provided by DasLab to the Customer for use with the Service.
"Usage Agreement Term" means the term for the Customer's use of the Service as specified in an Order.
"Support" means support for the Service as described in the Support Policy. The customer's support level is specified in their order.
"Technical Services" means any training, enablement or other technical services provided by DasLab in connection with the Service as specified in a Purchase Order.
"Third Party Platform" means any platform, add-on, service, product, app or integration, other than those provided by DasLab, that the Customer wishes to integrate or enable for use of the Service.
"Usage Data" means DasLab's technical logs, data and findings about the Client's use of the Service, but excluding Client Content.
"User Content" means any data, content or material that the User creates within or submits to the Platform.
"User Materials" means materials, systems and other resources provided by the Client to DasLab in connection with the Technical Services.
General terms and conditions for the use of DasLab services via a telemedicine provider
These Terms of Use ("Agreement") are entered into between Das Lab GmbH, hereinafter referred to as "DasLab", and the company or person accessing the Service ("User" or "you").
If you access or use the Service on behalf of your company, you represent and warrant that you are authorised to accept this Agreement, by yourself or on behalf of your company.
The "effective date" of this agreement is the date on which the user first uses the DasLab platform. There is no contract with DasLab for the provision and/or evaluation of the chosen service, but only for the mediation between users and service providers. This contract governs the user's first use of the DasLab platform as well as future use of the platform that relates to this contract. DasLab reserves the right to amend this Agreement as permitted in Section 18 (Amendments to the Agreement).
By agreeing to this Agreement or by accessing or using the Service, you expressly agree to be bound by the terms and conditions set forth in this Agreement. Each party acknowledges and agrees that this Agreement constitutes a legally binding agreement between DasLab and the User.
1. Overview
DasLab operates an online platform as a digital infrastructure for medical diagnostics that connects healthcare providers, medical laboratories - and other healthcare stakeholders - with patients through clear and simple online tools. The platform is designed to provide healthcare providers and medical laboratories with streamlined, digital access to medical diagnoses and related information, with the goal of providing more effective and efficient healthcare. To this end, data submitted to the platform is shared among the users of the platform (provided consent has been given).
2. The service
2.1 Permitted use
During the term of the User Agreement, the User may access and use the Platform solely for the purposes of providing healthcare services under the Platform's service offering, which may include, but is not limited to, the following:
in accordance with the Documentation and the terms and conditions of this Agreement, including any restrictions on use set out in a Purchase Order.
2.2 Users
Only authorised users may access or use the service. Each user must keep their login details confidential and must not disclose them to any third party. The user is responsible for compliance with this agreement through the actions taken through accounts of those selected by the user as authorised persons. User shall notify DasLab immediately if User becomes aware of any compromise of User's credentials. DasLab will use user account information as described in its Privacy Policy.
2.3 Administrators
The user usually also acts as the administrator.
2.4 Registration with company e-mail
If you create an account with an email address belonging to your employer or another legal entity, you represent and warrant that you are authorised to create an account on behalf of such legal entity. In addition, you acknowledge that DasLab may transfer your email address to the relevant legal entity (hereinafter referred to as "User") and that control of your account may be transferred to the User. Upon such transfer, the User's designated administrator may have the ability to (i) access, disclose, restrict or remove information from the Account, (ii) restrict or terminate your access to the Platform, and (iii) prevent you from disconnecting your Account from the User at a later date.
2.5 Age requirement for users
The Platform is not intended for and may not be used by persons under the age of 18. By using the Platform, the User represents and warrants that he or she is at least 18 years of age at the time of first accessing the Platform. If a User is under 18 years of age, the User represents and warrants that the use of the Platform is with the consent of the User's parent or guardian.
2.6 Restrictions
The user will not (and will not allow anyone else to) do the following:
3. Use of DasLab services via a telemedicine provider
3. 1 DasLab is included in the special care according to § 140a SGB V of telemedicine providers ("telemedicine providers") ("selective contracts"). Part of these selective contracts of the telemedicine providers is the provision of a care offer for prevention, early detection and check-ups to members of statutory health insurances who are customers of the telemedicine provider. DasLab is included in the selective-contractual care of the telemedicine providers as a cooperation partner in such a way that members of the selective-contractually bound statutory health insurers are provided with a care offer for the early detection of colorectal cancer using the service offer of DasLab. The telemedicine provider is contractually obliged to offer members of the selectively contracted statutory health insurers in particular the following service offer of DasLab for colorectal cancer screening ("telemedicine provider service"):
3.2 The existing selective contracts enable the members of the statutory health insurers to access and use the service described in section 3.1 using DasLab's range of services for colorectal cancer screening. In this case, the user of DasLab's services within the meaning of these GTC is the member of the respective statutory health insurance with which the telemedicine provider has concluded a selective contract.
3.3 Access to the telemedicine provider service may require the fulfilment of inclusion criteria. These will be checked in advance by DasLab.
3.4 In the event that the telemedicine provider service is used, the user triggers the use of DasLab's services via the telemedicine provider's website. Provided that the inclusion criteria according to section 3.3 are fulfilled, a service contract according to § 611 BGB (German Civil Code) for the use of DasLab services is concluded between the user and DasLab.
3.5 DasLab provides the digital infrastructure for medical diagnostics on its online platform by connecting healthcare providers, medical laboratories and other healthcare players with users. For this purpose, DasLab cooperates contractually with healthcare players such as medical laboratories. DasLab always acts exclusively as an intermediary and enables users to access medical services. DasLab is not a medical service provider in its own right.
3.6 If further services of DasLab outside the cooperation agreement with the telemedicine provider are used by the user via DasLab, a further service agreement independent of the selective agreement within the meaning of Section 611 of the German Civil Code (BGB) is concluded, within the framework of which the use of the services of DasLab may be associated with costs for the user. DasLab will inform the user in advance of the costs incurred.
3.7 After the end of the service offer of the telemedicine provider, the registration with DasLab remains valid. The user account can be deleted at any time or further services of DasLab can be used via it.
4. Support
4.1 During the term of the service contract within the meaning of Clause 3.4, DasLab shall provide support in the form of online chat and e-mail for the services to be provided by DasLab.
4.2 If the use of DasLab's services goes beyond the use regulated in section 3, users can also request support services from the telemedicine provider.
5. Customer content
5.1 Data use
5.2 Safety
DasLab takes appropriate technical and organisational measures to protect the platform and customer content.
5.3 Data export
During the term of the user contract or within 30 days after the end of the contract, the user may request an export of his user content from the platform by contacting DasLab customer support. After this period, DasLab may delete this data in accordance with its standard schedule and procedures. If the User chooses to proactively delete their account at any time, all associated User Content will be permanently deleted and cannot be restored.
6. User obligations
The User is responsible for its User Content, including its information content and accuracy, and undertakes to comply with the law and professional obligations when using the Platform. The User represents and warrants that it has provided all information and has all rights, consents and permissions necessary to use its User Content as part of the Platform Service and to grant DasLab the rights set out in Section 5.1 (Data Use) without violating any laws, third party rights (including intellectual property rights, publicity or privacy rights) or any terms or privacy policies applicable to the User Content.
7. Blocking access
DasLab may block the User's access to and use of the Platform and the related services in the event of significant breaches of duty, in particular if the User breaches section 2.5 (User age requirement), section 2.6 (Restrictions) or section 6 (User obligations), if the User's account is 10 days or more overdue or if the User's actions jeopardise other Users or the security, availability or integrity of the Platform or the Platform services. To the extent possible, DasLab will use reasonable efforts to notify the User in advance of the suspension. As soon as the User has resolved the problem that necessitated the blocking, DasLab will restore the User's access to the Platform in accordance with this Agreement. For the purpose of blocking, it is sufficient to have a reasonable suspicion of a significant breach of duty, which exists in particular if courts, authorities and/or other third parties inform DasLab of this. DasLab must notify the user of the block and the reason for it without delay. The block must be lifted as soon as the suspicion is invalidated.
8. Technical services
All purchased technical services are described in the corresponding order. The user will provide DasLab with timely access to the user materials required for the technical services, and if the user fails to do so, DasLab will be released from its obligation to provide the technical services until such access is provided. DasLab will only use the User Materials for the provision of the Technical Services. All Technical Services relate to the configuration or use of the Platform and the Platform Service. The User may only use the results of the Technical Services in the context of the authorised use of the Service, subject to the same conditions as for the Platform in Section 2 (The Service) and Section 5 (User Obligations).
9. Data security
DasLab strives to take a robust approach to the security of the Platform and the protection of your data. We use industry standard security measures and practices to protect your data from unauthorised access, disclosure, alteration or destruction. Our security measures include encryption, firewalls, access controls and regular security audits. We continuously monitor and update our systems to stay ahead of new threats and ensure a sufficient level of security for your data.
10 Guarantees and disclaimers
10.1 Limited warranty
DasLab ensures the user that:
These warranties do not apply to (a) problems caused by misuse or unauthorised modifications, (b) problems in third party platforms or other third party systems or (c) trial versions and betas or other free versions or versions used for testing purposes.
10.2 Warranty
If DasLab is in culpable breach of Section 10.1 (Warranty) and the User makes a reasonable warranty claim within 30 days of discovery of the problem, DasLab will use reasonable efforts to remedy the defect. If DasLab is unable to do so within 60 days of the user's assertion of a warranty claim, either party may terminate the affected order with respect to the non-compliant service or technical services. DasLab will then refund to the User any prepaid, unused fees for the terminated portion of the User Contract Term (for the Performance Guarantee) or for the Non-Compliant Technical Services (for the Technical Services Guarantee). This settles all claims of the user for warranty pursuant to Section 10.1.
10.3 Exclusions of liability
Except as expressly provided in Section 10.1 (Limited Warranty), the Platform, Platform Service, Support, Technical Services and all related DasLab Services are provided "as is". DasLab and its suppliers make no other warranties, express or implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Without limiting the express obligations in Section 3 (Support), DasLab does not warrant that User's use of the Platform will be uninterrupted or error-free or that the Platform Service will meet User's requirements, work in combination with any third party services used by User, or preserve User's Content without loss. DasLab shall not be liable for any delays, failures or problems that occur in the use of the Internet and electronic communications or other systems outside of DasLab's control. The user may have other legal rights, but any statutory warranties are limited to the shortest period permitted by law.
11 Term and termination
11.1 Running time
This Agreement shall commence on the Effective Date and shall continue until 90 days after the expiration or termination of all User Agreement terms.
11.2 Termination for cause
Either party may terminate this Agreement (including any Order) if the other party (a) fails to cure a material breach of this Agreement (including non-payment of fees) within 30 days of notice, (b) ceases to operate without a successor, or (c) seeks protection in any bankruptcy, receivership, trust, creditors' arrangement, arrangement or similar proceeding, or if any such proceeding is commenced against such party and is not dismissed within 60 days.
11.3 Termination for reasons of goodwill
Either party may terminate this Agreement (including any Orders) at any time for any reason upon 90 days' notice to the other party, provided that (i) User shall not be entitled to a refund of any prepaid fees and (ii) if User has not yet paid all applicable fees for the then-current Subscription Term, all outstanding fees shall become immediately due and payable.
11.4 Effectiveness of the termination
Upon expiration or termination of this Agreement or any Order, the User's access to the Platform and the Technical Services shall terminate, except for the limited use of the User Content Export Service as described in Section 5.3 (Data Export). Upon request of the Disclosing Party, the Receiving Party will delete all Confidential Information of the Disclosing Party upon expiry or termination of this Agreement (except for User Content, which is addressed in Section 5.3). User Content and other Confidential Information may be retained in the Receiving Party's standard backups after deletion, but shall remain subject to the confidentiality restrictions of this Agreement.
11.5 Continuance
These sections survive the expiration or termination of this Agreement: 3.6 (Restrictions), 5.3 (Data Export), 6 (User Obligations), 10.3 (Disclaimers), 11.4 (Effectiveness of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Conditions) and Definitions. Except where an exclusive remedy is provided, the exercise of any remedy under this Agreement, including termination, shall not limit any other remedy to which a party may be entitled.
12. Ownership
Neither party grants the other any rights or licenses not expressly set forth in this Agreement. Except for DasLab's rights of use in this Agreement, the User retains all intellectual property and other rights in the User Content and User Materials provided to DasLab between the parties. Apart from the User's rights of use in this Agreement, DasLab and its licensors retain all intellectual property and other rights in the Platform, the Platform Service, the Technical Services and the related DasLab Technology. DasLab shall be entitled to generate and use Usage Data to operate, improve, analyse and support the Service and for other lawful business purposes. If the user provides DasLab with feedback or suggestions regarding the Service or other DasLab offerings, DasLab may use the feedback or suggestions without restriction or obligation.
13 Limitations of liability
13.1 Waiver of compensation
The exclusion of liability in this Section 13.1 (Waiver of Damages) shall not apply to the extent prohibited by law. Except for the excluded claims, neither party (nor its suppliers) shall be liable in connection with this Agreement for any loss of use, loss of data, loss of profits, failure of security mechanisms, revenue, goodwill, business interruption or indirect, special, incidental, consequential or special damages of any kind, even if advised in advance of the possibility thereof.
13.2 Excluded claims
"Excluded Claims" means: (a) breach of Sections 3.6 (Restrictions) or 6 (Client Obligations) by Client, (b) breach of Section 15 (Confidentiality) by either party (but excluding claims relating to Client Content), (c) amounts payable to third parties pursuant to Client's obligations in Section 14.2 (Indemnity by the Client) to third parties, (d) wilful misconduct by either party, or (e) the provision of the Service by DasLab resulting in death, personal injury or damage to property.
13.3 Nature of claims and failure of essential purpose
The waivers and limitations in this Section 13 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and shall survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
14. Exemption
14.1 Exemption by DasLab
DasLab will defend the User against any third party claim that the Platform, when used by the User as authorised in this Agreement, infringes any patent, copyright, trademark or trade secret of any third party.
14.2 Exemption by the user
The User shall defend DasLab against all third party claims arising out of User Content, User Materials or the User's breach or alleged breach of Section 6 (User Obligations) and indemnify DasLab against any damages or costs awarded against DasLab (including reasonable attorneys' fees) or agreed to by the User in settlement arising out of the claim.
14.3 Procedure
The indemnifying party's obligations in this Section 14 are subject to (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defence and settlement of the claim, and (c) all reasonably necessary cooperation from the indemnified party at the indemnifying party's expense for reasonable out-of-pocket expenses. The Indemnifying Party shall not be entitled to settle any Claim without the prior consent of the Indemnified Party if the settlement would require the Indemnified Party to admit fault or to take or refrain from taking any action (other than in connection with the use of the Service where DasLab is the Indemnifying Party). The Indemnified Party may participate in any action with its own counsel at its own expense.
14.4 Mitigation and exceptions
In response to an actual or potential infringement, DasLab may, in its sole discretion: (a) procure rights for User's continued use of the Service; (b) replace or modify the allegedly infringing portion of the Platform Service to avoid infringement without affecting the overall functionality of the Platform; or (c) terminate the affected request and refund to User any prepaid, unused fees for the terminated portion of the subscription term. DasLab's obligations in this Section 14 shall not apply (1) to infringements resulting from User's modification of the Platform and the Platform Service or use of the Platform in combination with features not specified in the Documentation or not provided by DasLab (including Third Party Platforms), (2) to infringements resulting from software that is not the latest version provided by DasLab, (3) for unauthorised use of the Platform, (4) if the User settles or concedes a claim without DasLab's prior consent, (5) if the User continues to use the Platform (or any feature thereof) after being notified of the alleged infringement or notified of changes that would have avoided the alleged infringement, or (6) for trial versions and betas or other free or evaluative use. This Section 14 sets out the user's exclusive remedies and DasLab's entire liability in respect of infringement of third party intellectual property rights.
15. Confidentiality
15.1 Definition
"Confidential information" means, in particular, business secrets within the meaning of section 2 no. 1 GeschGehG as well as all information and documents which become known to one party in the course of its activities and which are subject to secrecy according to the recognisable or even presumed will of the other party. This includes, for example, all circumstances concerning a patient (section 203 StGB), as well as facts subject to postal or telecommunications secrecy (section 206 StGB). Confidential information includes in particular all technical, technological and commercial information and documents as well as information and documents of the company organisation and all other information and documents of economic value which are not generally known.
15.2 Obligations
As the Receiving Party, each Party shall (a) keep Confidential Information confidential and not disclose it to any third party except as permitted in this Agreement, including Section 5.1 (Use of Data), and (b) use Confidential Information only to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives who have a legitimate need to know (including, in the case of DasLab, to subcontractors referred to in clause 19.8), provided that it remains responsible for their compliance with this clause 14 and they are bound by confidentiality obligations no less stringent than this clause 15.
15.3 Exceptions
These confidentiality obligations do not apply to information that the receiving party can demonstrate (a) is or becomes publicly known through no fault of its own, (b) it lawfully knew or possessed prior to receipt hereunder, (c) it lawfully received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party's confidential information.
15.4 Remedies
The unauthorised use or disclosure of Confidential Information may cause substantial damage for which damages alone are not a sufficient remedy. Either party may seek equitable relief appropriate to the breach or threatened breach of this Section 15 in addition to other available remedies.
A breach of this confidentiality agreement may be punished with imprisonment or a fine, in particular in accordance with §§ 203, 204, 206 StGB and § 23 GeschGehG in conjunction with § 4 GeschGehG. The user will be informed separately in this context,
16. Disclosures required
Nothing in this Agreement shall prohibit either party from disclosing User Content and other confidential information when required to do so by law, subpoena or court order, provided that it notifies the other party in advance and cooperates in all efforts to obtain confidential treatment.
17. Public relations
Neither party may publicly disclose this Agreement unless the other party has given its prior consent or it is required by law. DasLab may, however, include the user and its trademarks in DasLab's user lists and promotional materials, but will discontinue such use upon written request by the user.
18. Amendments to the agreement
DasLab may amend this Agreement from time to time by giving notice to the User by email or via the Platform (which may include changes to Platform prices and schedules). Unless a shorter period is specified by DasLab (for example, due to changes in the law or urgent circumstances), the changes will take effect upon the renewal of the User's current subscription term or the conclusion of a new order. If DasLab indicates that the changes to the Agreement will take effect prior to the User's next renewal or order, and the User notifies DasLab of its objection to the changes within 30 days of the date of such notice, DasLab will (at its sole discretion and as the User's exclusive remedy) either: (a) allow the User to continue the existing version of this Agreement until the expiry of the current Subscription Term (after which the amended Agreement will take effect); or (b) allow the User to terminate this Agreement and receive a refund of the prepaid Service Fees attributable to the terminated portion of the relevant Subscription Term. User may be required to accept or otherwise agree to the amended Agreement by mouse click in order to continue to use the Service and, in any event, User's continued use of the Platform after the effective date of the updated version of this Agreement shall constitute User's acceptance of such updated version.
19 General Conditions
19.1 Assignment
Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets or voting securities. Any unauthorised assignment shall be void. This Agreement shall bind and inure to the benefit of the permitted successors and assigns of each party.
19.2 Governing Law, Jurisdiction and Venue
This contract is subject to the law of the Federal Republic of Germany. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. General terms and conditions of both parties are expressly excluded. The exclusive place of jurisdiction is the Regional Court of Berlin and both parties submit to the personal jurisdiction of this court.
19.3 Attorney's fees and costs
The prevailing party in any proceeding to enforce this Agreement shall be entitled to reimbursement of its reasonable attorneys' fees and costs in connection with such proceeding.
19.4 Notes
Except as otherwise provided in this Agreement, all notices or consents under this Agreement shall be in writing and shall be deemed given: (a) upon receipt if delivered personally, (b) upon receipt if delivered by registered or certified mail, or (c) one day after mailing if delivered by commercial overnight delivery service. If notice is given to DasLab, it must be sent to the following address:
DasLab GmbH
dba DasLab
Ludwigstrasse 8
80539
Munich,
Germany
Note: Legal Department.
All notifications to DasLab must include a copy by email to legal@daslab.health. In the case of notices to the User, DasLab may send them to the address provided by the User at the time of registration. Either party may update its address by notifying the other party. DasLab may also send operational notices to the User by email or via the Platform.
19.5 Changes
Except as otherwise provided in this Agreement, any amendments, modifications or additions to this Agreement must be in writing and signed by the authorised representatives of both parties or agreed to electronically by DasLab, as applicable. However, DasLab may, upon prior notice to the user, change the policies to reflect new features or changing practices, which changes will not materially reduce DasLab's overall obligations during a subscription term. The terms and conditions contained in any past, present or future user order, business form or vendor management portal do not amend or modify this Agreement and are expressly rejected by DasLab; all such documents are for administrative purposes only and have no legal effect.
19.6 Waivers and severability
Waivers must be signed by an authorised representative of the waiving party and cannot be inferred from conduct. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be limited to the minimum extent necessary so that the remainder of this Agreement shall continue in full force and effect.
19.7 Force majeure
Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement due to events beyond its control, such as strike, blockade, war, acts of terrorism, riot, internet or utility failure, denial of governmental approval or natural disaster.
19.8 Subcontractors
DasLab may use subcontractors and permit them to exercise DasLab's rights, but DasLab shall remain responsible for their compliance with this Agreement and for its overall performance under this Agreement.
19.9 Independent contractors
The parties are independent contractors, not agents, partners or joint ventures.
19.10 Open Source
The Software may include third party open source software ("OSS") listed in the Documentation or upon request by DasLab. To the extent required by the OSS Licence, such licence shall apply to the OSS on a stand-alone basis and not to this Agreement.
Definitions
"DPA" means the Data Processing Addendum between the Parties, the current version of which can be found here.
"Documentation" means DasLab's usage guidelines and standard technical documentation for the Service.
"Health care providers" means doctors (and any persons assisting doctors), clinics or hospitals and their staff, phlebotomists, nurses or the like.
"Laws" means all relevant local, state, federal and international laws, regulations and conventions, including those relating to data protection and data transmission, international communications and the export of technical or personal data.
"Medical laboratories" means specialised organisations and their authorised representatives responsible for taking samples from individual patients and performing comprehensive analyses of those samples to identify specific biomarkers or indications and providing accurate and detailed reports of the results
"Order/Inquiry" means any order document, online registration or application, order description or order confirmation provided by DasLab that relates to this Agreement.
"Platform/Platform Service" means DasLab's proprietary cloud service as specified in the relevant Order and as amended from time to time. The Service includes the Software and Documentation but does not include any third party technical services or platforms.
"Policies" means the Privacy Policy, the Security Policy and the Support Policy.
"Privacy Policy" means the Privacy Policy, the current version of which can be found here.
"Security Policy" means the DasLab Security Policy, the current version of which can be found here.
"Software" means any DasLab client software, scripts, applications or other code provided by DasLab to the Customer for use with the Service.
"Usage Agreement Term" means the term for the Customer's use of the Service as specified in an Order.
"Support" means support for the Service as described in the Support Policy. The customer's support level is specified in their order.
"Technical Services" means any training, enablement or other technical services provided by DasLab in connection with the Service as specified in a Purchase Order.
"Third Party Platform" means any platform, add-on, service, product, app or integration, other than those provided by DasLab, that the Customer wishes to integrate or enable for use of the Service.
"Usage Data" means DasLab's technical logs, data and findings about the Client's use of the Service, but excluding Client Content.
"User Content" means any data, content or material that the User creates within or submits to the Platform.
"User Materials" means materials, systems and other resources provided by the Client to DasLab in connection with the Technical Services.
General Terms and Conditions for the use of DasLab services outside statutory health insurance and telemedicine providers
These Terms of Use ("Agreement") are entered into between Das Lab GmbH, hereinafter referred to as "DasLab", and the company or person accessing the Service ("User" or "you").
If you access or use the Service on behalf of your company, you represent and warrant that you are authorised to accept this Agreement, by yourself or on behalf of your company.
The "effective date" of this agreement is the date on which the user first uses the DasLab platform. There is no contract with DasLab for the provision and/or evaluation of the chosen service, but only for the mediation between users and service providers. This contract governs the user's first use of the DasLab platform as well as future use of the platform that relates to this contract. DasLab reserves the right to amend this Agreement as permitted in Section 18 (Amendments to the Agreement).
By agreeing to this Agreement or by accessing or using the Service, you expressly agree to be bound by the terms and conditions set forth in this Agreement. Each party acknowledges and agrees that this Agreement constitutes a legally binding agreement between DasLab and the User.
1. Overview
DasLab operates an online platform as a digital infrastructure for medical diagnostics that connects healthcare providers, medical laboratories - and other healthcare stakeholders - with patients through clear and simple online tools. The platform is designed to provide healthcare providers and medical laboratories with streamlined, digital access to medical diagnoses and related information, with the goal of providing more effective and efficient healthcare. To this end, data submitted to the platform is shared among the users of the platform (provided consent has been given).
2. The service
2.1 Permitted use
During the term of the User Agreement, the User may access and use the Platform solely for the purposes of providing healthcare services under the Platform's service offering, which may include, but is not limited to, the following:
in accordance with the Documentation and the terms and conditions of this Agreement, including any restrictions on use set out in a Purchase Order.
2.2 Users
Only authorised users may access or use the service. Each user must keep their login details confidential and must not disclose them to any third party. The user is responsible for compliance with this agreement through the actions taken through accounts of those selected by the user as authorised persons. User shall notify DasLab immediately if User becomes aware of any compromise of User's credentials. DasLab will use user account information as described in its Privacy Policy.
2.3 Administrators
The user usually also acts as the administrator.
2.4 Registration with company e-mail
If you create an account with an email address belonging to your employer or another legal entity, you represent and warrant that you are authorised to create an account on behalf of such legal entity. In addition, you acknowledge that DasLab may transfer your email address to the relevant legal entity (hereinafter referred to as "User") and that control of your account may be transferred to the User. Upon such transfer, the User's designated administrator may have the ability to (i) access, disclose, restrict or remove information from the Account, (ii) restrict or terminate your access to the Platform, and (iii) prevent you from disconnecting your Account from the User at a later date.
2.5 Age requirement for users
The Platform is not intended for and may not be used by persons under the age of 18. By using the Platform, the User represents and warrants that he or she is at least 18 years of age at the time of first accessing the Platform. If a User is under 18 years of age, the User represents and warrants that the use of the Platform is with the consent of the User's parent or guardian.
2.6 Restrictions
The user will not (and will not allow anyone else to) do the following:
3. Non-binding
4. Non-binding
5. Customer content
5.1 Data use
5.2 Safety
DasLab takes appropriate technical and organisational measures to protect the platform and customer content.
5.3 Data export
During the term of the user contract or within 30 days after the end of the contract, the user may request an export of his user content from the platform by contacting DasLab customer support. After this period, DasLab may delete this data in accordance with its standard schedule and procedures. If the User chooses to proactively delete their account at any time, all associated User Content will be permanently deleted and cannot be restored.
6. User obligations
The User is responsible for its User Content, including its information content and accuracy, and undertakes to comply with the law and professional obligations when using the Platform. The User represents and warrants that it has provided all information and has all rights, consents and permissions necessary to use its User Content as part of the Platform Service and to grant DasLab the rights set out in Section 5.1 (Data Use) without violating any laws, third party rights (including intellectual property rights, publicity or privacy rights) or any terms or privacy policies applicable to the User Content.
7. Blocking access
DasLab may block the User's access to and use of the Platform and the related services in the event of significant breaches of duty, in particular if the User breaches section 2.5 (User age requirement), section 2.6 (Restrictions) or section 6 (User obligations), if the User's account is 10 days or more overdue or if the User's actions jeopardise other Users or the security, availability or integrity of the Platform or the Platform services. To the extent possible, DasLab will use reasonable efforts to notify the User in advance of the suspension. As soon as the User has resolved the problem that necessitated the blocking, DasLab will restore the User's access to the Platform in accordance with this Agreement. For the purpose of blocking, it is sufficient to have a reasonable suspicion of a significant breach of duty, which exists in particular if courts, authorities and/or other third parties inform DasLab of this. DasLab must notify the user of the block and the reason for it without delay. The block shall be lifted as soon as the suspicion is invalidated.
8. Technical services
All purchased technical services are described in the corresponding order. The user will provide DasLab with timely access to the user materials required for the technical services, and if the user fails to do so, DasLab will be released from its obligation to provide the technical services until such access is provided. DasLab will only use the User Materials for the provision of the Technical Services. All Technical Services relate to the configuration or use of the Platform and the Platform Service. The User may only use the results of the Technical Services in the context of the authorised use of the Service, subject to the same conditions as for the Platform in Section 2 (The Service) and Section 5 (User Obligations).
9. Data security
DasLab strives to take a robust approach to the security of the Platform and the protection of your data. We use industry standard security measures and practices to protect your data from unauthorised access, disclosure, alteration or destruction. Our security measures include encryption, firewalls, access controls and regular security audits. We continuously monitor and update our systems to stay ahead of new threats and ensure a sufficient level of security for your data.
10 Guarantees and disclaimers
10.1 Limited warranty
DasLab ensures the user that:
These warranties do not apply to (a) problems caused by misuse or unauthorised modifications, (b) problems in third party platforms or other third party systems or (c) trial versions and betas or other free versions or versions used for testing purposes.
10.2 Warranty
If DasLab is in culpable breach of Section 10.1 (Warranty) and the User makes a reasonable warranty claim within 30 days of discovery of the problem, DasLab will use reasonable efforts to remedy the defect. If DasLab is unable to do so within 60 days of the user's assertion of a warranty claim, either party may terminate the affected order with respect to the non-compliant service or technical services. DasLab will then refund to the User any prepaid, unused fees for the terminated portion of the User Agreement Term (for the Performance Guarantee) or for the Non-Compliant Technical Services (for the Technical Services Guarantee). This settles all claims of the user for warranty pursuant to Section 10.1.
10.3 Exclusions of liability
Except as expressly provided in Section 10.1 (Limited Warranty), the Platform, Platform Service, Support, Technical Services and all related DasLab Services are provided "as is". DasLab and its suppliers make no other warranties, express or implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Without limiting the express obligations in Section 3 (Support), DasLab does not warrant that User's use of the Platform will be uninterrupted or error-free or that the Platform Service will meet User's requirements, work in combination with any third party services used by User, or preserve User's Content without loss. DasLab shall not be liable for any delays, failures or problems that occur in the use of the Internet and electronic communications or other systems outside of DasLab's control. The user may have other legal rights, but any statutory warranties are limited to the shortest period permitted by law.
11 Term and termination
11.1 Running time
This Agreement shall commence on the Effective Date and shall continue until 90 days after the expiration or termination of all User Agreement terms.
11.2 Termination for cause
Either party may terminate this Agreement (including any Order) if the other party (a) fails to cure a material breach of this Agreement (including non-payment of fees) within 30 days of notice, (b) ceases to operate without a successor, or (c) seeks protection in any bankruptcy, receivership, trust, creditors' arrangement, arrangement or similar proceeding, or if any such proceeding is commenced against such party and is not dismissed within 60 days.
11.3 Termination for reasons of goodwill
Either party may terminate this Agreement (including any Orders) at any time for any reason upon 90 days' notice to the other party, provided that (i) User shall not be entitled to a refund of any prepaid fees and (ii) if User has not yet paid all applicable fees for the then-current Subscription Term, all outstanding fees shall become immediately due and payable.
11.4 Effectiveness of the termination
Upon expiration or termination of this Agreement or any Order, the User's access to the Platform and the Technical Services shall terminate, except for the limited use of the User Content Export Service as described in Section 5.3 (Data Export). Upon request of the Disclosing Party, the Receiving Party will delete all Confidential Information of the Disclosing Party upon expiration or termination of this Agreement (except for User Content, which is addressed in Section 5.3). User Content and other Confidential Information may be retained in the Receiving Party's standard backups after deletion, but will remain subject to the confidentiality restrictions of this Agreement.
11.5 Continuance
These sections survive the expiration or termination of this Agreement: 3.6 (Restrictions), 5.3 (Data Export), 6 (User Obligations), 10.3 (Disclaimers), 11.4 (Effectiveness of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Conditions) and Definitions. Except where an exclusive remedy is provided, the exercise of any remedy under this Agreement, including termination, shall not limit any other remedy to which a party may be entitled.
12. Ownership
Neither party grants the other any rights or licenses not expressly set forth in this Agreement. Except for DasLab's rights of use in this Agreement, the User retains all intellectual property and other rights in the User Content and User Materials provided to DasLab between the parties. Apart from the User's rights of use in this Agreement, DasLab and its licensors retain all intellectual property and other rights in the Platform, the Platform Service, the Technical Services and the related DasLab Technology. DasLab shall be entitled to generate and use Usage Data to operate, improve, analyse and support the Service and for other lawful business purposes. If the user provides DasLab with feedback or suggestions regarding the Service or other DasLab offerings, DasLab may use the feedback or suggestions without restriction or obligation.
13 Limitations of liability
13.1 Waiver of compensation
The exclusion of liability in this Section 13.1 (Waiver of Damages) shall not apply to the extent prohibited by law. Except for the Excluded Claims, neither party (nor its suppliers) shall be liable in connection with this Agreement for any loss of use, loss of data, loss of profits, failure of security mechanisms, revenue, goodwill, business interruption or indirect, special, incidental, consequential or special damages of any kind, even if advised in advance of the possibility thereof.
13.2 Excluded claims
"Excluded Claims" means: (a) breach of Sections 3.6 (Restrictions) or 6 (Client Obligations) by Client, (b) breach of Section 15 (Confidentiality) by either party (but excluding claims relating to Client Content), (c) amounts payable to third parties pursuant to Client's obligations in Section 14.2 (Indemnity by the Client) to third parties, (d) wilful misconduct by either party, or (e) the provision of the Service by DasLab resulting in death, personal injury or damage to property.
13.3 Nature of claims and failure of essential purpose
The waivers and limitations in this Section 13 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and shall survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
14. Exemption
14.1 Exemption by DasLab
DasLab will defend the User against any third party claim that the Platform, when used by the User as authorised in this Agreement, infringes any patent, copyright, trademark or trade secret of any third party.
14.2 Exemption by the user
The User shall defend DasLab against all third party claims arising out of User Content, User Materials or the User's breach or alleged breach of Section 6 (User Obligations) and indemnify DasLab against any damages or costs awarded against DasLab (including reasonable attorneys' fees) or agreed to by the User in settlement arising out of the claim.
14.3 Procedure
The indemnifying party's obligations in this Section 14 are subject to (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defence and settlement of the claim, and (c) all reasonably necessary cooperation from the indemnified party at the indemnifying party's expense for reasonable out-of-pocket expenses. The Indemnifying Party shall not be entitled to settle any Claim without the prior consent of the Indemnified Party if the settlement would require the Indemnified Party to admit fault or to take or refrain from taking any action (other than in connection with the use of the Service where DasLab is the Indemnifying Party). The Indemnified Party may participate in any action with its own counsel at its own expense.
14.4 Mitigation and exceptions
In response to an actual or potential infringement, DasLab may, in its sole discretion: (a) procure rights for User's continued use of the Service; (b) replace or modify the allegedly infringing portion of the Platform Service to avoid infringement without affecting the overall functionality of the Platform; or (c) terminate the affected request and refund to User any prepaid, unused fees for the terminated portion of the subscription term. DasLab's obligations in this Section 14 do not apply (1) to infringements resulting from User's modification of the Platform and the Platform Service or use of the Platform in combination with features not specified in the Documentation or not provided by DasLab (including Third Party Platforms), (2) to infringements resulting from software that is not the latest version provided by DasLab, (3) for unauthorised use of the Platform, (4) if the User settles or concedes a claim without DasLab's prior consent, (5) if the User continues to use the Platform (or any feature thereof) after being notified of the alleged infringement or notified of changes that would have avoided the alleged infringement, or (6) for trial versions and betas or other free or evaluative use. This Section 14 sets out the user's exclusive remedies and DasLab's entire liability in respect of infringement of third party intellectual property rights.
15. Confidentiality
15.1 Definition
"Confidential information" means, in particular, business secrets within the meaning of section 2 no. 1 GeschGehG as well as all information and documents which become known to one party in the course of its activities and which are subject to secrecy according to the recognisable or even only presumed will of the other party. This includes, for example, all circumstances concerning a patient (section 203 StGB), as well as facts subject to postal or telecommunications secrecy (section 206 StGB). Confidential information includes in particular all technical, technological and commercial information and documents as well as information and documents of the company organisation and all other information and documents of economic value which are not generally known.
15.2 Obligations
As the Receiving Party, each Party shall (a) keep Confidential Information confidential and not disclose it to any third party except as permitted in this Agreement, including Section 5.1 (Use of Data), and (b) use Confidential Information only to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives who have a legitimate need to know (including, in the case of DasLab, to subcontractors referred to in clause 19.8), provided that it remains responsible for their compliance with this clause 14 and they are bound by confidentiality obligations no less stringent than this clause 15.
15.3 Exceptions
These confidentiality obligations do not apply to information that the receiving party can demonstrate (a) is or becomes publicly known through no fault of its own, (b) it lawfully knew or possessed prior to receipt hereunder, (c) it lawfully received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party's confidential information.
15.4 Remedies
The unauthorised use or disclosure of Confidential Information may cause substantial damage for which damages alone are not a sufficient remedy. Either party may seek equitable relief appropriate to the breach or threatened breach of this Section 15 in addition to other available remedies.
A breach of this confidentiality agreement may be punished with imprisonment or a fine, in particular in accordance with §§ 203, 204, 206 StGB and § 23 GeschGehG in conjunction with § 4 GeschGehG. The user will be informed separately in this context,
16. Disclosures required
Nothing in this Agreement shall prohibit either party from disclosing User Content and other confidential information when required to do so by law, subpoena or court order, provided that it notifies the other party in advance and cooperates in all efforts to obtain confidential treatment.
17. Public relations
Neither party may publicly disclose this Agreement unless the other party has given its prior consent or it is required by law. DasLab may, however, include the user and its trademarks in DasLab's user lists and promotional materials, but will discontinue such use upon written request by the user.
18. Amendments to the agreement
DasLab may amend this Agreement from time to time by notice to the User by email or via the Platform (which may include changes to Platform prices and schedules). Unless a shorter period is specified by DasLab (e.g. due to changes in the law or urgent circumstances), the changes will take effect upon the renewal of the User's current subscription term or the conclusion of a new order. If DasLab indicates that the changes to the Agreement will take effect prior to the User's next renewal or order, and the User notifies DasLab of its objection to the changes within 30 days of the date of such notice, DasLab will (at its sole discretion and as the User's exclusive remedy) either: (a) allow the User to continue the existing version of this Agreement until the expiry of the current Subscription Term (after which the amended Agreement will take effect); or (b) allow the User to terminate this Agreement and receive a refund of the prepaid Service Fees attributable to the terminated portion of the relevant Subscription Term. User may be required to accept or otherwise agree to the amended Agreement by mouse click in order to continue to use the Service and, in any event, User's continued use of the Platform after the effective date of the updated version of this Agreement shall constitute User's acceptance of such updated version.
19 General Conditions
19.1 Assignment
Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of its assets or voting securities. Any unauthorised assignment shall be void. This Agreement shall bind and inure to the benefit of the permitted successors and assigns of each party.
19.2 Governing Law, Jurisdiction and Venue
This contract is subject to the law of the Federal Republic of Germany. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. General terms and conditions of both parties are expressly excluded. The exclusive place of jurisdiction is the Regional Court of Berlin and both parties submit to the personal jurisdiction of this court.
19.3 Attorney's fees and costs
The prevailing party in any proceeding to enforce this Agreement shall be entitled to reimbursement of its reasonable attorneys' fees and costs in connection with such proceeding.
19.4 Notes
Except as otherwise provided in this Agreement, all notices or consents under this Agreement shall be in writing and shall be deemed given: (a) upon receipt if delivered personally, (b) upon receipt if delivered by registered or certified mail, or (c) one day after mailing if delivered by commercial overnight delivery service. If notice is given to DasLab, it must be sent to the following address:
DasLab GmbH
Ludwigstrasse 8
80539 Munich,
Germany
Note: Legal Department.
All notifications to DasLab must include a copy by email to legal@daslab.health. In the case of notices to the User, DasLab may send them to the address provided by the User at the time of registration. Either party may update its address by notifying the other party. DasLab may also send operational notices to the User by email or via the Platform.
19.5 Changes
Except as otherwise provided in this Agreement, any amendments, modifications or additions to this Agreement must be in writing and signed by the authorised representatives of both parties or agreed to electronically by DasLab, as applicable. DasLab may, however, upon prior notice to the user, change the policies to reflect new features or changing practices, which changes will not materially reduce DasLab's overall obligations during a subscription term. The terms and conditions contained in any past, present or future user order, business form or vendor management portal do not amend or modify this Agreement and are expressly rejected by DasLab; all such documents are for administrative purposes only and have no legal effect.
19.6 Waivers and severability
Waivers must be signed by an authorised representative of the waiving party and cannot be inferred from conduct. If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be limited to the minimum extent necessary so that the remainder of this Agreement shall continue in full force and effect.
19.7 Force majeure
Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement due to events beyond its control, such as strike, blockade, war, acts of terrorism, riot, internet or utility failure, denial of governmental approval or natural disaster.
19.8 Subcontractors
DasLab may use subcontractors and permit them to exercise DasLab's rights, but DasLab shall remain responsible for their compliance with this Agreement and for its overall performance under this Agreement.
19.9 Independent contractors
The parties are independent contractors, not agents, partners or joint ventures.
19.10 Open Source
The Software may include third party open source software ("OSS") listed in the Documentation or upon request by DasLab. To the extent required by the OSS Licence, such licence shall apply to the OSS on a stand-alone basis and not to this Agreement.
Definitions
"DPA" means the Data Processing Addendum between the Parties, the current version of which can be found here.
"Documentation" means DasLab's usage guidelines and standard technical documentation for the Service.
"Health care providers" means doctors (and any persons assisting doctors), clinics or hospitals and their staff, phlebotomists, nurses or the like.
"Laws" means all relevant local, state, federal and international laws, regulations and conventions, including those relating to data protection and data transmission, international communications and the export of technical or personal data.
"Medical laboratories" means specialised organisations and their authorised representatives responsible for taking samples from individual patients and performing comprehensive analyses of those samples to identify specific biomarkers or indications and providing accurate and detailed reports of the results
"Order/Inquiry" means any order document, online registration or application, order description or order confirmation provided by DasLab relating to this Agreement.
"Platform/Platform Service" means DasLab's proprietary cloud service as specified in the relevant Order and as amended from time to time. The Service includes the Software and Documentation but does not include any third party technical services or platforms.
"Policies" means the Privacy Policy, the Security Policy and the Support Policy.
"Privacy Policy" means the Privacy Policy, the current version of which can be found here.
"Security Policy" means the DasLab Security Policy, the current version of which can be found here.
"Software" means any DasLab client software, scripts, applications or other code provided by DasLab to the Customer for use with the Service.
"Usage Agreement Term" means the term for the Customer's use of the Service as specified in an Order.
"Support" means support for the Service as described in the Support Policy. The customer's support level is specified in their order.
"Technical Services" means any training, enablement or other technical services provided by DasLab in connection with the Service as specified in a Purchase Order.
"Third Party Platform" means any platform, add-on, service, product, app or integration, other than those provided by DasLab, that the Customer wishes to integrate or enable for use of the Service.
"Usage Data" means DasLab's technical logs, data and findings about the Client's use of the Service, but excluding Client Content.
"User Content" means any data, content or material that the User creates within or submits to the Platform.
"User Materials" means materials, systems and other resources provided by the Client to DasLab in connection with the Technical Services.
