Acceptance of the Terms of Use
The following terms and conditions, together with any documents expressly incorporated by reference (collectively, the “Terms of Use”), govern your access to and use of Chronicle. Chronicle is a cloud-based application for centralized management of Cytiva equipment, data and processes which is delivered as a service (“Service”). Global Life Sciences Solutions USA LLC and Asymptote Limited are part of Cytiva, a worldwide group of affiliated companies (“Cytiva”).
Please read the Terms of Use carefully before you start to use the Service. By accessing or using the Service, you accept and agree to be bound and abide by the Terms of Use. If you do not want to agree to the Terms of Use, you must not access or use the Service. You may not access the Service unless you have purchased access from Cytiva or Cytiva has otherwise explicitly given you access.
“We” refers to Cytiva and its Affiliates. “You” refers to the Customer, including its Admin Users and Users (all terms defined below).
Changes to the Terms of Use
Cytiva reserves the right to change these Terms at any time, effective upon the posting of modified Terms of Use on the https://pre-gmp.chronicle.bio site or Your dedicated site (“Website”). Cytiva will seek to communicate any material changes to these Terms to You via email or notification via the Website. Any access to the Website or any other use of the Services, will be on the current Terms of Use, as shown on the Website. Your continued use of the Service following the posting of revised Terms of Use means that you accept and agree to the changes.
Cytiva will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service to users for maintenance or any other reason. Cytiva will attempt to give notice in advance for any such down-time.
Registration and Admin Users
When placing a new order for Chronicle you will identify the legal entity (such as company or academic or research institute which shall be referred to as the “Customer”) which is accessing and using the Services in connection with an Asymptote product. You will also be asked to name a first Administrative designate (“Admin User”) and We will provide login details to that user. Current, correct and complete details of such legal entity, the first Admin User and the authority of the Admin User to perform this function are required.
You may, via the Website, authorise users within Your organisation to access the Services. You may also, via the Website, authorise third parties to access the Website; if you do so, such third party will be required to register, but You will remain responsible for compliance with these Terms by any such third party.
Each Admin User will have the full authority on Your behalf to amend Your Registration, add and delete Users and Third Party Users and specify and amend their Roles, and otherwise to administer Your use of the Website and the Services, on Your behalf. An Admin User will have the ability to remove himself and to designate a replacement Admin User, on access to Your Registration.
Privacy Policy
You agree that all information you provide to register yourself or a User with the Service is governed by the Cytiva Privacy Policy ( http://cytiva.com/privacy ), and you consent to all actions we take with respect to your information consistent with the Cytiva Privacy Policy. You and other authorized end-users who have registered and established user accounts for the Service and have accepted the Terms of Use are collectively referred to as "Users".
Term, Tokens and Services Plan
Each Customer may make use of all Chronicle capabilities associated with one unit operation of a piece of connected equipment for each “Token” purchased. A Token may also be referred to as a “Credit”. Tokens expire one year after the date of issuance. Tokens which are not used during term of issuance expire and may not be used or redeemed for any other Token, service or product. The Chronicle system will track the number of Tokens remaining which Customer can view on the Chronicle system. Customer may also contact Cytiva to check the Token balance. Cytiva intends to notify the Customer’s Admin User(s) when there are approximately twenty-five Tokens remaining.
A Customer can access the Service even without an active, valid Token but such access is limited to the retrieval of data associated with previously consumed Tokens and equipment service records.
Customer must select one of three Services Plans: Starter Plan, Scale-Up Plan or On-Premise Plan. The Term of each Pricing Plan shall be as agreed to by Customer and Cytiva, and the Services Plan must be periodically renewed, which may require a fee, for continued access to the Service. Each Plan provides different benefits as outlined in more detail for You in your agreement with Cytiva and other documents provided by Cytiva. Please contact Cytiva if you require more details or wish to upgrade your Pricing Plan. For example purposes only, any data generated by Customer will be retained and made available for a period of at least three years on the Starter Plan, or five years on the Scale-Up Plan. For Customers on the On-Premise Plan, data retention is the responsibility of the Customer.
If the Services Plan purchased by Customer provides for automatic updates of the software, then Cytiva shall install and implement updates as available and necessary. Automatic Upgrades have the potential to interrupt manufacturing in a GMP environment while customers perform the required validation of the upgrade. It is recommended that Customers in a GMP environment purchase a Service Plan which allows the Customer choose when software updates are made. Cytiva ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A CUSTOMER OR USER ARISING FROM AUTOMATIC UPDATES TO THE SOFTWARE IF CUSTOMER SELECTED A SERVICE PLAN PROVIDING FOR AUTOMATIC UPDATES.
Security and Passwords
If you have obtained a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Service or portions of it using your user name, password or other security information. You are responsible for all uses of and access to the Service under your user name and password. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Cytiva will on Your request reset Your password (and the password of any User or Third Party User) but shall not otherwise be responsible for or be required to take any further action in the event of any breach of security by use of Your passwords.
You will promptly take such action as may reasonably be required by Cytiva to maintain or enhance the security of the Website or the Services or Your access to the Website or the Services.
Cytiva has the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion if, in our opinion, you have violated any provision of the Terms of Use or if the legal entity which purchased the Service has violated any provision of the its agreement with Cytiva (including non-payment of service fees). Cytiva may also deny account sign-up based on your location or other reasons. You must not attempt to work around any such limitations in the Service.
Confidentiality
You undertake that any Cytiva Confidential Information which You may obtain or access in connection with this agreement or the use of Chronicle shall be retained by You as confidential and shall not be disclosed by You to any third party, other than to such Users and Third Parties as may access the Website under Your Registration, who shall preserve such Cytiva Confidential Information as required under these Terms. Further You will use the Cytiva Confidential Information only as and to the extent reasonably required in connection with Your use of the Services and access to the Website.
Content Intellectual Property Rights
The Service and its tools, design, features and functionality (including but not limited to all information, software, text, displays, images, and the design, selection and arrangement thereof), are owned by Cytiva, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws ("Intellectual Property"). The Terms of Use grant you limited personal rights to use the Services, and you are prohibited from reselling, sublicensing or otherwise commercializing the Services for monetary gains.
In the event that you acquire any right in the foregoing Intellectual Property, you hereby assign to Cytiva all rights in and to the Intellectual Property, as well as any suggestions or feedback you provide in connection with the Intellectual Property; you agree to provide reasonable assistance to Cytiva in enforcing its rights to the Intellectual property.
Cytiva does not claim ownership of the content you provide and upload on the Service. Your content remains your content. Cytiva also does not control, verify, or endorse the content that you and others make available on the Service. You control who may access your content. If you share content in your records, then you agree that anyone you have shared content with may use or access that content and are otherwise authorized by applicable law to do so. You also understand and acknowledge that you are solely responsible for any content that you transmit or upload, including its legality, reliability, accuracy and appropriateness and for obtaining any necessary patient consents and authorizations. When you give others access to your content on the Service, they may use, reproduce, download, distribute, display, transfer, transmit, and communicate to the public the content. If you do not want others to have that ability, do not use the Service to share your content.
If you share content on the Service in a way that infringes others' rights, including intellectual property rights or privacy rights, you are breaching the Terms of Use. You represent and warrant that you have all the rights and authorizations necessary for you to grant the rights in this section and the use of the content does not violate any law. Cytiva may remove your content from the Service at any time if you breach the Terms of Use. YOU ARE SOLELY LIABLE FOR ANY BREACHES OF ANY PRIVACY LAW BY YOUR CONTENT, INCLUDING ANY COMMENTS ENTERED INTO CHRONICLE BY ANY OF YOUR USERS.
Reliance on Service
Cytiva does not warrant the accuracy, completeness or usefulness of the information uploaded on the Service by the Users. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any User of the Service, or by anyone who may be informed of any of its contents.
As of the date your Service is canceled or expires (“End Date”), we will retain your data for one year. You may request a data export by request in writing within nine months of your End Date. Following this one year retention period, we may permanently delete your data from our servers, and we have no obligation to return data to you. Deleted data may be irretrievable.
Trademarks
Chronicle is a trademark of Global Life Sciences Solutions USA LLC, a Cytiva affiliated company. Other trademarks, logos and service marks displayed on the Service are registered and unregistered trademarks of, and the property of, the Cytiva affiliated companies, its licensors or content providers, or other third parties. Nothing on the Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Service without the owner's prior written permission, except as otherwise described herein. We reserve all rights not expressly granted in and to the Service and its content.
Free text Fields
The Service has fields where Users may enter free text, such as explanatory notes. All such Comments are solely your responsibility. Nothing may be entered into a free text field which is, in the sole discretion of Cytiva, a Prohibited Use.
Prohibited Uses
You may use the Service only for lawful purposes and in accordance with the Terms of Use. The Service also may contain features where you may post and share comments, notes or explanations with other Users in the Service. You agree not to use the Service:
Monitoring and Enforcement; Termination
We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS Cytiva AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY Cytiva AND ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER Cytiva OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
HOWEVER, Cytiva DOES NOT UNDERTAKE TO REVIEW MATERIAL BEFORE IT IS UPLOADED ON THE SERVICE, AND CANNOT ENSURE PROMPT REMOVAL OF OBJECTIONABLE MATERIAL AFTER IT HAS BEEN UPLOADED. ACCORDINGLY, Cytiva ASSUMES NO LIABILITY FOR ANY ACTION OR INACTION REGARDING TRANSMISSIONS, COMMUNICATIONS, COMMENTS OR CONTENT PROVIDED BY ANY USER OR THIRD PARTY. Cytiva HAS NO LIABILITY OR RESPONSIBILITY TO ANYONE FOR PERFORMANCE OR NONPERFORMANCE OF THE ACTIVITIES DESCRIBED IN THIS SECTION.
You may terminate this Agreement at any time on fourteen days’ notice in writing to Cytiva. On any such termination by You, on expiry of such notice period, Cytiva shall terminate Your access to the Website and the Services. Any refund of any Fee for any unexpired period from the date of such termination, shall be at the sole discretion of Cytiva.
Cytiva may terminate these Terms and Customer’s access to the Service at any time if there is a Prohibited Use , detailed above, or other breach of these Terms by You. Such termination may be immediate.
Termination of these Terms is without prejudice to any rights and obligations of either You or Asymptote accrued up to and including the date of termination and termination shall not affect any of these Terms, which may in accordance with their terms apply and continue notwithstanding any termination of this Agreement
Cytiva considers your use of the Service to be private. However, Cytiva may access, disclose, or preserve information associated with your use of the Service, including (without limitation) your personal information and content, or information that Cytiva acquires about you through your use of the Service (including IP address and third-party information) when Cytiva forms a good-faith belief that doing so is necessary; (a) to comply with applicable law or to respond to legal process from competent authorities; or (b) to enforce this Terms of Use or protect the rights or property of Cytiva or our customers. Cytiva retains the right to block or otherwise prevent delivery of any type of email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching this Terms of Use. The technology or other means we use may hinder or prevent your use of the Service.
In order to provide you the Service, we may access, collect, maintain, analyze, prepare derivatives from and otherwise use certain information about Service performance, your equipment and your Service use. We may automatically acquire this information from your equipment.
Geographic Restrictions
We recognize that it is possible for you to obtain access to the Service from any jurisdiction in the world, but we have no practical ability to prevent such access. If any material on the Service is contrary to the laws of the place where you are when you access it, the Service is not intended for you, and you should not use the Service. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that data uploaded to the Service by the Users will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for the storage, retention, and restoration of any data, in original, copy or back-up form. Cytiva WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY DATA OR ITEMS OBTAINED THROUGH THE SERVICES.
THE SERVICE AND THE CONTENT AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND/OR ITS CONTENT IS AT YOUR SOLE RISK. YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Cytiva AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY ADVICE, OPINION, STATEMENT OR OTHER CONTENT OR OF ANY PRODUCTS OR SERVICES DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICE. Cytiva DOES NOT MAKE ANY WARRANTY THAT THE SERVICE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE OR ITS CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. NOR DOES Cytiva MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR ITS CONTENT OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICE.
Cytiva ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A CUSTOMER OR USER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, SOFTWARE UPDATES AND FIXES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF Cytiva, ITS AFFILIATES, ITS LICENSORS, OR A USER'S OWN ERRORS AND/OR OMISSIONS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Cytiva OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN WRITING. TO THE EXTENT THAT STATE STATUTES OR OTHER REGULATIONS EXPRESSLY FORBID THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, THE ABOVE EXCLUSIONS WILL NOT APPLY TO YOU ONLY TO THE EXTENT CONTRARY TO SUCH EXPRESS STATE LAW.
Limitation on Liability
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL Cytiva OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE OR ANY CONTENT CONTAINED ON THE SERVICE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF Cytiva HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT THIS IS A REASONABLE ALLOCATION OF RISK. TO THE EXTENT THAT A STATE STATUTE OR OTHER REGULATION DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES EXCLUDED HEREIN, THE ABOVE EXCLUSIONS WILL NOT APPLY TO YOU ONLY TO THE EXTENT CONTRARY TO SUCH EXPRESS STATE LAW.
Indemnification
You agree to indemnify, defend and hold harmless Cytiva and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from your use of the Service and any violation of these Terms of Use, including, without limitation, intellectual property infringement and privacy violations. If you cause a technical disruption of the Service or the systems transmitting the Service to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from that disruption. Cytiva reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Cytiva in the defense of such matter.
Governing Law and Jurisdiction
The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, and the federal laws of the United States of America, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the State of New York. YOU EXPRESSLY WAIVE ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS TERMS OF USE.
Limitation on Time to File Claims
TO THE EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE TERMS OF USE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by Cytiva of any term or condition set forth in the Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Cytiva to assert a right or provision under the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Assignment
Cytiva may assign, transfer, or otherwise dispose our rights and obligations under this Terms of Use, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.
No third-party beneficiaries
This Terms of Use is solely for your and our benefit. It is not for the benefit of any other person, except for Cytiva's successors and assigns.
Service Software
If you use or receive software from Cytiva as part of the Service, its use is governed by one of two terms (the "License Terms"): If you are presented with a license for the software, the terms of that license apply; if no license is presented to you, the terms and conditions of this Terms of Use apply to both the Service and the software (and the term "Service" in this Terms of Use includes the software). The software may include third-party code that Cytiva, not the third party, licenses to you under this Terms of Use. Notices in the software, if any, for the third-party code are included for your information only. Unless applicable law gives you more rights, we reserve all other rights to the software not expressly granted by us under the License Terms, whether by implication, estoppel or otherwise.
We may automatically check your version of the software. We may also automatically download to your computer upgrades to the software to update, enhance, and further develop the Service.
Any software we provide is licensed, not sold. Unless we notify you otherwise, the software license ends when your Service ends. You must then uninstall the software, or we may disable it. You must not work around any technical limitations in the software. You must not disassemble, decompile, or reverse engineer any software that's included in the Service, except and only to the extent that the applicable copyright law expressly permits doing so.
The software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use.
Entire Agreement
The Terms of Use and the License Terms constitute the sole and entire agreement between you and Cytiva with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.
Technical Support, Notices
If you experience any technical problems in accessing the Services, You will make reasonable efforts to investigate and diagnose the problem before contacting Cytiva. If You still need technical assistance, You should first access the online support. If You are still unable to remedy the problem, You should email Cytiva at chronicle@cytiva.com
Any notice given under these Terms by either party must be in writing by email (for Cytiva, to chronicle@cytiva.com) and will be deemed to have been given on transmission. In addition please contact our Privacy Office by clicking on the “Contact Us” link on the Cytiva Site you are using, by using the Cytiva contact information on the Cytiva mobile application you are using, or by emailing us at privacy@cytiva.com. You may also send a letter to the following address:
CytivaWe may send you, in electronic form via text message to the mobile phone number registered by you or via electronic mail, information about the Service, additional information, and information the law requires us to provide. You consent to Cytiva providing you required information by e-mail at the e-mail address you specified when you signed up for your Service or by access to a Cytiva web site that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service.
The Service is owned and provided by Global Life Sciences Solutions USA LLC, 100 Results Way, Marlborough, MA 01752 United States of America.