These General Terms of Service and their annexes if any (hereafter: “the Terms”) apply to every relationship between Megeno and a User of the services provided by Megeno to that User (such as collection, exchange and storage of data and communications thereto), and form an integral part of any other specific written service contract (including annexes, if any) concluded between Megeno and the User, if any, that refers to these Terms.
Users include any of the following categories:
Private users: private persons who have a Megeno User Account and/or a specific service contract with regard to the processing of their Personal Data or that of their family, regardless of how they are referred to in such service contract (“Client” or otherwise);
Institutional users: healthcare professionals, principal investigators, sequencing institutions or other professional entities, which have a Megeno User Account related to the services provided by Megeno to private users;
Website visitors: persons who visit Megeno’s website without having a Megeno User Account or a specific service contract;
Business partners: professional entities which provide services to Megeno and/or cooperate with Megeno in providing services to other Users.
Each reference to Users or a type of User also means a reference to the User’s legal or valid contractually assigned representative in terms of fulfilling the User’s obligations or exercising the User’s rights, if any.
The User agrees with the Terms by entering into a written service contract which contains an explicit reference to the Terms or, in absence of such a contract, by using Megeno’s services upon having been provided with a reasonable opportunity to read the Terms.
The Terms apply to each aspect that is not specifically set out in the specific written service contract with the User, if any. In case of inconsistent or conflicting provisions between such contract and the Terms, the provisions of such contract will prevail. Provisions of the Terms may apply to only one or more categories of Users, provided it is made clear from the content of such provisions that they are only meant for those categories of Users.
The Terms together with the specific written service contract (including annexes, if any) concluded between Megeno and a User referring to the Terms, if any, constitute the entire agreement between Megeno and such User with respect to the subject matter hereof (“the Agreement”), and replace and supersede all prior oral and written negotiations, representations, commitments, writings, agreements, understandings, and all other communications between Megeno and the User with respect to the subject matter hereof.
The User agrees that Megeno can update or revise the Agreement or parts thereof from time to time in its sole discretion and without prejudice to articles 2.4. (‘Service modifications’) and 3.1. (‘Payment of the Price’) below. In case Megeno decides to update or revise the Agreement or parts thereof, it will give prior notice to the Client 14 calendar days in advance of the implementation of such updates or revisions. The updates or revisions are deemed effective 14 calendar days after the notice by Megeno. The User has the right to give a notice of termination before the updates or revisions come into effect, in which case the updates or revisions do not become effective for that User.
The capitalized terms in the Agreement have a specific meaning for the purposes of the Agreement and will be understood according to their specific meaning as defined or set out in the Agreement.
The Agreement may be available in multiple languages. The User declares themselves to be proficient in one of the published languages. In case of inconsistent or conflicting provisions between the translations of the Agreement, the provisions within the English version will prevail.
All publicly accessible documents and any communication are available in English. Other languages may be made available in a digital format by request of the User.
The services of Megeno are provided as described in the Agreement. For purposes of this Agreement, the services shall be understood to include any products delivered in the course of the services.
Megeno takes it upon itself to provide each service according to a reasonable standard of care. Megeno does not make any written or oral representation or guarantee with regard to the services other than the representations and guarantees explicitly determined in the Agreement. In other words, the obligations of Megeno imply no obligation to obtain a certain result at any cost unless determined otherwise in the Agreement.
Megeno does not represent or guarantee that the services will be provided free of any interruptions, delays, errors and other problems inherent to the use of internet and electronic means, which may or may not be harmful to the User’s online devices. The User accepts that interruptions, delays, errors and problems can always occur in the data processing services or other services by Megeno and that such an occurrence does not automatically imply a breach in Megeno’s obligations or constitute liability on the part of Megeno or any other ground for restitution in damages for the User. In case the issue can be solved by repeating a certain part of the data processing, Megeno will repeat the processing at no additional cost to the User.
The User agrees that Megeno may engage third parties to fulfil its obligations towards the User and that the services may contain independent third party services, products or other components. Megeno makes no guarantee as to the operation of any third party services, products, or other components, and makes no guarantee as to the accuracy, correctness or completeness of the information provided by such third parties. The User agrees that Megeno is not responsible for any terms of service of third parties that may apply to the User.
The services and their content provided by Megeno are protected by copyright and/or other intellectual property rights. Megeno provides the Client with a limited, temporary, non-transferable, non-exclusive license to use the services for non-commercial purposes. The User has no property or ownership interest in the Megeno services, or in any revenues, derivatives, modifications, upgrades, updates, new versions, fixes, improvements or enhancements, publications or other gains thereof or thereto. Nothing in the Agreement will be construed as conferring any proprietary right to the User.
The services provided by Megeno are limited to the Services selected by the Client in the Service Contract and as described in detail in the Service Contract.
The Services of Megeno do not comprise actual Genome sequencing services nor genetic or health counselling services. Megeno’s Services are limited to the processing of Genome Data obtained after Genome sequencing. Moreover, Megeno is neither a genetic counselling institution nor a healthcare institution, but merely facilitates the use of Genome Data for genetic counselling or health purposes. The Client should seek services of a genetic counsellor, a physician or a health institution if they are in need of genetic counselling, a medical diagnosis, health advice or medical treatment, for which such third parties – and not Megeno – shall be responsible.
The User agrees that Megeno can modify or update the services or parts thereof (including their duration) from time to time. With regard to private users, Megeno will, for example, do so if such modifications or updates are in favour of the private users or are useful or necessary for the continued provision of the services or for allowing Megeno to develop new services over time. Upon substantial modification of its services, Megeno will give prior notice to the private user of such modifications at least 14 calendar days in advance.
The User warrants all User Requirements are met as stipulated here and in the specific written service contract if any. If at any point in time any of these requirements are not met, Megeno reserves the right to terminate the Agreement or suspend the Services (in whole or in part) in accordance with the conditions for termination and suspension set out in these Terms. The User Requirements are the following:
Payment of the Price. Before Megeno is required to provide the services, the User must pay the Prices as determined in the specific written service contract, if any, except if Megeno has explicitly waived payment of the Price or explicitly replaced the original Price with a promotional Price.
The User agrees that Megeno can modify or revise the Price from time to time for services or parts thereof which have not yet been paid by the User. With regard to private users, Megeno will only do so if such modification or revision is in favour of the private user or is useful or necessary for the continued provision of the services (taking into account the costs for Megeno and coin depreciation) or for allowing Megeno to develop new services over time. Megeno will give prior notice to the private user of such modifications or revisions at least 14 calendar days in advance.
Megeno User Account. The Megeno User Account (also “Account”) is a service provided by Megeno for enabling the User to enjoy other Megeno services. The User must have an Account for specific services if so required by Megeno. The User must be able to access and manage their Account at all times. In order to access and manage the Account, the User must use a device (such as a PC, laptop, tablet or smartphone) with access to the internet.
The User shall only provide or register truthful and accurate information to their Account and keep their registration information up-to-date at all times. The User - and not Megeno - is responsible for the security of their own Account credentials (username and password). If the User detects any unauthorized use or abuse of their Account or any other sign of a security breach, they will notify Megeno immediately, in which case Megeno may reset the User’s password or replace or deactivate the User’s Account.
Authorized use of services. The User may only enjoy the services as set out in the Agreement and may not use them in any unlawful way or contrary to any legal impediment, and may not make any attempt thereto, and may not directly or indirectly move or permit third parties to act as such. The cases of unauthorized use set out below are non-exhaustive.
The User shall not send to Megeno or otherwise use any information, material or other content in connection with the services that is illegal, immoral, obscene, threatening, libellous, protected by any intellectual property right or similar right of control of a third party for which the User has not obtained a license or any other form of authorization, or that is otherwise unlawful or tortious.
The User shall not access, copy or use the services (either in whole or in part) for the purpose of developing a competing product or service.
The User shall not do anything that infringes the intellectual property or other rights of Megeno or of third parties, including but not limited to: (1) modifying, licensing, renting, leasing, loaning, selling, distributing or otherwise exploiting any of the Services or parts thereof or create derivative works based on the services (either in whole or in part) in a way not allowed in the Agreement, (2) obtaining unauthorized access to Megeno systems or networks or to account of other Megeno Users or (3) using unauthorized access, copying, reverse engineering, disassembly, decompiling or other methods to discover source codes or algorithms of software, underlying trade secrets relating to the services or other information that would be deemed by a reasonable person to be confidential. The User will not in any case divulge such source codes, algorithms, trade secrets or other confidential information to third parties.
Cooperation. The provision of services may require information or other forms of cooperation from the User outside the requirements listed above or in the specific written service contract, if any. Upon timely request by Megeno, the User shall provide such information and cooperation to Megeno for the provision of services insofar as can reasonably be expected.
Megeno describes in its Privacy Statement how and why your Personal Data is processed, which third parties are involved in this processing, and which privacy rights you as a data subject can exercise. Megeno may require that the User must read and agree with the Privacy Statement before they can use the services of Megeno. Megeno reserves the right to change or update its Privacy Statement from time to time in order to inform the data subjects about service modifications or changes to the Terms. Megeno will notify the User of any such changes or updates. The data subject can always contact Megeno for questions on the processing of their data via firstname.lastname@example.org.
The processing of the data subject’s special category data (including but not limited to health data such as Genome Data, Biometric Data, and personal and family medical history data) by Megeno for the provision of services depends on the consent of the data subject. Megeno will not modify, rent, lease, loan, sell, or otherwise disclose the data subject’s data without their explicit consent, except when such processing is necessary for legal reasons or other reasons set out in the Privacy Statement.
The control and privacy rights of the data subject over their data do not in itself entail for the data subject or User in any way an intellectual property right or other proprietary right on services or parts thereof or on any revenue, modifications, upgrades, updates, new versions, fixes, improvements or enhancements, publications or other gains thereof or thereto.
To the extent permitted by law, Megeno can only be liable to the User for harm or loss caused directly by the non-compliance of Megeno’s obligations under the Agreement. Megeno shall not be liable for any indirectly caused harm or loss, including but not limited to lost profits, punitive or exemplary damages, administrative expenses, experts fees, reputational damage, harm or loss caused by fault or negligence of third parties and harm or loss suffered by third parties.
To the extent permitted by law Megeno’s total liability to the User for an Event shall not exceed the amount of the Prices that the User has paid to Megeno within the past 12 months prior to the claim. An Event is either one single event that gives rise to harm or loss or a chain of interconnected events that give rise to harm or loss.
Megeno shall not be liable for harm or loss caused by Force Majeure that is not the result of any fault or negligence by Megeno. “Force Majeure” includes but is not limited to war, riots, terrorism, strike, exclusion, machine breakdown, collective personnel resignations and other business incidents with equal impact, delay in or non-performance of shipments or services of subcontractors, explosions, fire, earthquakes, flood, storm and other natural disasters, epidemics, pandemics, power outages, severe coin depreciation, sudden and severe increase in taxes, failure to obtain the necessary licenses or permits, government actions and new laws and regulations.
The liability limitations and exclusions under this article 5 also apply to and benefit Megeno’s parent companies and subsidiaries.
The User enters into the Agreement for the duration of the services as may be further specified in the specific written service contract, if any (hereafter: “Duration”). The Agreement will automatically terminate after expiration of the Duration.
The User can terminate the Agreement before the Duration at any time by notifying Megeno. Such termination will come into effect within 14 calendar days after Megeno received the User’s notification.
Premature termination by the User will not give the User any right or entitlement to any whole or partial refunds of the Price paid by the User, nor to any discounts or compensation of costs incurred by the User.
Megeno reserves the right to terminate the Agreement or one or more specific services before the Duration in any of the following cases:
In case of Force Majeure insofar such Force Majeure is not the result of any fault or negligence by Megeno and insofar such Force Majeure prevents the performance of the Agreement or the terminated services. Megeno shall notify the User as soon as possible of such Force Majeure and of the termination, which shall take effect immediately upon giving notice to the User. Instead of termination Megeno may also suspend the services (in whole or in part) insofar such Force Majeure prevents the performance of such services, in which case Megeno shall notify the User as soon as possible of such Force Majeure, of the suspended services and, if possible, of the estimated duration of the suspension;
In case any of the applicable User Requirements are not met at any point in time or in case the User has committed any other breach, fault or negligence in relation to the Agreement or one or more services, after Megeno has given notice to the User of such termination. Megeno shall notify the User and the termination will take immediate effect upon giving notice to the User. Megeno may – without any obligation thereto – also give the User a period of time to remedy the failure to meet the applicable User Requirements after which the Agreement will be terminated if such remedy has not been provided. Megeno may also suspend the services (in whole or in part) instead of termination for as long as the applicable User Requirements are not met or if it is suspected that such requirements are not met or together with the termination for as long as the User has time to remedy the failure to meet the User Requirements, in which case Megeno shall notify the User of the suspended services;
In case Megeno stops offering the services to Users altogether or to a category of Users. Megeno shall notify the User and the termination will take immediate effect upon giving notice to the User; or
for whatever reason, with a prior notice three months in advance.
Upon termination of the Agreement or of one or more specific services, the User’s license to use the terminated services will end.
Upon termination of the Agreement, Megeno will delete or anonymise the Client’s data without undue delay, unless the continued processing of such data is foreseen in Megeno’s Privacy Statement.
Except when the termination is directly or indirectly caused or motivated by Force Majeure or by failure to meet the User Requirements due to any action or omission (including mistakes) on the part of the User or by any fault or negligence on the part of the User in relation to the Agreement, Megeno will refund the User for the services that cannot or can no longer be provided and for which the User has already paid the Price, if any. Services that have already been partially provided will only give right to a partial refund, which shall be determined by Megeno taking into account the time spent and costs incurred by Megeno for the partial provision of services. The User will have no right or entitlement to any other refunds, discounts or compensation of costs incurred by the User.
Provisions that are expected to survive beyond the termination of the Agreement, whether explicit or implied by their nature, will survive any termination.
If any provision or part of the Agreement is held invalid, illegal or unenforceable, such determination will not impair the enforceability of the remaining terms and provisions herein. Megeno and the User agree to replace the invalid, illegal or unenforceable provision or part by a valid, legal and enforceable provision or part that will align closely with the original intent of the parties as much as possible.
All notices required under this Agreement will be in writing and sent by paper or electronic mailing services, including e-mail, Account and other web portals, unless explicitly stipulated otherwise in this Agreement.
No waiver under this Agreement will be valid or binding unless set forth in writing signed by the waiving party. Any delay by a party in exercising any right hereunder will not be deemed a waiver of that right. The waiver by either party of any breach of any provision in this Agreement by the other party shall neither be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision, nor a waiver of the provision itself.
The User may not transfer its rights and obligations under the Agreement to any third party without consent of Megeno, and any attempt to do so is null, void and of no effect.
This Agreement shall be interpreted and construed in accordance with the laws and regulations of the Grand-Duchy of Luxembourg.
Any disputes under this Agreement, which cannot be settled amicably, may be exclusively brought before the competent courts of the European Union member state where the User is domiciled or established or - if the User is not domiciled or established in a European Union member state - before the competent courts of Luxembourg (Grand-Duchy of Luxembourg).
If you have any questions or complaints regarding the Agreement or the Services, please contact Megeno at email@example.com.