These are the General Terms (the “Terms”) applicable to the functioning and use of our Website(s), such as <www.desci.com>, as offered by DeSci Labs AG, having its office at Bächerstrasse 42 (8806) in Bäch, Switzerland, and registered with the Trade register under number CH-130.3.029.882-1, and in these Terms referred to as “DeSci Labs”.
By accessing or using the Website, you accept the applicability of these Terms.
In these Terms, words written with capitals and not defined elsewhere will have the following meaning:
Force Majeure: means an event, or a series of related events, that is outside the reasonable control of DeSci Labs, including but not limited to: i) war, disasters, explosions, fires, floods, riots and terrorist attacks; ii) governmental measures or boycotts; iii) failures of the Internet or any public telecommunications network, failures of cloud providers (e.g. AWS), electricity failures; iv) hacker attacks, denial of service attacks, virus or other malicious software attacks or infections: v) failures of third party service providers; vi) strike actions; vii) pandemics.
Intellectual Property: means any and all intellectual property rights, whether registered or unregistered, such as but not limited to patent rights, copyrights (including rights in source code and object code), database rights, rights in designs, utility models, trademarks, trade and business names and all associated goodwill, rights in or in connection with know-how and trade secrets.
User: means the person that visits the Website(s) and/or contacts DeSci Labs via the contact form.
Website: means the information website(s) controlled and managed by DeSci Labs, thereby including (but potentially not limited to) <www.desci.com>.
Unless the context shows otherwise, the defined concepts in the singular include also the plural and vice versa.
Any reference to the words ‘written’ or ‘in writing’ will mean to include email.
These Terms apply to the provision and availability of the Website(s).
Additions to or deviations from these Terms shall not apply unless explicitly agreed in writing between DeSci Labs and the User.
If any provision of these Terms is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of these Terms will not be impaired thereby. In such event, DeSci Labs will replace the invalid provision with a provision that is valid and enforceable thereby taking into account the intention of the original provision.
DeSci Labs is entitled to unilaterally amend the Terms at any time. Any updates to the Terms will be published via the Website. In the event the User does not wish to accept the amended version of the Terms, the User should refrain from further using the Website.
These Terms have also been drawn up for the benefit of: (a) all companies which DeSci Labs is affiliated with in a group, has or has had a management or cooperation agreement with including their directors and shareholders; (b) all directors, (former) employees and third parties (as well as their heirs) who work/have worked in any way for or were affiliated with or employed by DeSci Labs; and (c) all third parties DeSci Labs may engage in connection with the provision of the Website. The Terms apply as a third-party clause for the benefit of all persons and legal entities referred to in this clause. As a result they are entitled to invoke the respective provisions in these Terms as the occasion arises.
The User agrees not to (and not to attempt to), either directly or indirectly:
use the Website for any illegal, fraudulent or unauthorized purpose;
take any action that imposes or may impose an unreasonable or disproportionately large load on the Website nor interfere or attempt to interfere with the normal and proper working of the Website or any activities conducted through the Website;
engage in any other activity that causes, or may cause, damage to the Website, or impairment of the availability or accessibility of the Website;
act in violation of any applicable law or regulation (such as but not limited to data protection law) within its jurisdiction;
copy, adapt, modify, create derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, attempt to discover any source code, reverse engineer, decompile, disassemble, or otherwise exploit the Website (or part thereof); conduct or request that any other person or party conduct any load testing or penetration testing on the Website;
infringe upon or violate DeSci Labs’ Intellectual Property or the Intellectual Property of third parties;
upload or transmit viruses or any other type of malicious or destructive code;
spam, phish, pharm, pretext, spider, crawl, scrape or mine;
interfere with or circumvent the (security) features of the Website.
The User agrees to indemnify and hold DeSci Labs harmless from and against any (third party) claim, demand, damages or costs (including attorneys’ fees) that arises or may arise out of the User’s non-compliance with the warranties under clause above.
The Website and all Intellectual Property Rights in and related to the Website shall exclusively vest in DeSci Labs or its licensors.
The User is prohibited from removing or amending any indications or credits of Intellectual Property or confidentiality from the Website.
Although DeSci Labs undertakes to provide and maintain the Website with the most reasonable care, the Website is provided “AS IS” and “AS AVAILABLE”, without warranty, condition or guarantee of any kind, expressed or implied, thereby including any warranty of merchantability, non-infringement, fitness for a particular purpose, all of which are explicitly disclaimed. DeSci Labs furthermore does not guarantee that the Website shall at all times function without error or interruption, nor that it will be wholly free from defects, errors and bugs.
DeSci Labs does not warrant the accuracy, completeness or usefulness of the information displayed on the Website. Any reliance the User makes based upon such information is completely for the User’s own risk.
The User agrees to indemnify and hold DeSci Labs harmless from and against any claim, demand, damages or costs (including attorneys’ fees) that arise or may arise out of the User’s use or misuse of the Website, the User’s infringement of any Intellectual Property Rights or any other violation or misconduct.
The Website may contain links to other websites or services, controlled by third parties. DeSci Labs does not provide any warranty – nor accepts any liability - whatsoever in connection with the website or services managed or controlled by third parties, and/or the content provided thereon. The User’s use of any such third party website or service will be governed by the terms of the third party and shall be entirely for the User’s own risk.
The total aggregate liability of DeSci Labs due to an attributable failure or due to any other legal reason whatsoever, shall at all times be limited to hundred euros (EUR 100).
DeSci Labs’ liability for indirect loss or damage, consequential loss or damage, loss of profit, loss of revenues, missed savings, reduced goodwill, loss or damage due to business stagnation or interruption, loss or damage resulting from the use of the Website, is explicitly excluded. Also DeSci Labs’ liability for the damage, destruction or loss of data, or for the (temporary) unavailability of the Website, is expressly excluded.
The exclusions and restrictions referred to in clause 8.1 to 8.2 will not apply if and in so far as the damage or loss are the result of an intentional act or gross recklessness by DeSci Labs, and to the extent permitted by law.
DeSci Labs shall never be liable for any damages and costs incurred by the User or any third party which are the result of Force Majeure.
Except where performance by DeSci Labs is permanently impossible, DeSci Labs will only be in default for an attributable failure after it has been given written notice of the default thereby granting DeSci Labs with a reasonable term of at least thirty (30) days to remedy the default. The notice of default must contain a comprehensive and detailed description of the breach, in order to ensure that the DeSci Labs has the opportunity to respond adequately.
A condition for the filing of any claim to damages is always that the User reports the damage to DeSci Labs in writing as soon as possible and in any event not later than 10 (ten) days after the damage occurred. Claims for damages against DeSci Labs shall in any event lapse by the mere expiry of six (6) months after the damage occurred.
These Terms shall be exclusively governed by the laws of Switzerland.
Any disputes that may arise between DeSci Labs and the User arising from or in connection with these Terms or the use of the Website, will first tried to be settled amicably. If the dispute cannot be settled amicably, such dispute shall - to the extent legally permitted - be exclusively brought before the competent canton court in Schwyz, Switzerland.
Version 1.0 – February 2023