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NanoGuide – Terms of Use and License Agreement

1. Scope and Purpose

These Terms of Use govern access to and use of NanoGuide, the online knowledge and support platform provided by Nanoscribe GmbH & Co. KG (Licensor).

NanoGuide provides product documentation, operating instructions, application guidance, technical information, tutorials, instructional videos, process recommendations and other proprietary content (collectively, Content) intended to support the operation and use of Nanoscribe systems.

Access to NanoGuide is granted exclusively for the purposes and subject to the restrictions set out in these Terms of Use.

For the purposes of these Terms of Use:

  • Licensee refers to the institution, company or organization holding the relevant Nanoscribe software license or other access entitlement.
  • Named User refers to an individually identified person authorized to access NanoGuide.
  • System Administrator refers to the individual designated by the Licensee as responsible for managing and allocating NanoGuide access entitlements associated with a specific Nanoscribe system.
  • These Terms of Use apply to all individual users of NanoGuide, including System Administrators. Each user accepts these Terms of Use in their own name and assumes the obligations applicable to their respective role. The additional obligations set out for System Administrators apply exclusively to users designated as System Administrators by the Licensee. Acceptance of these Terms of Use by an individual user does not constitute acceptance on behalf of the Licensee or modify any existing agreement between the Licensor and the Licensee.

2. Limited Right of Use

The Licensor grants the Licensee and its authorized Named Users a limited, non-exclusive, non-transferable and non-sublicensable right to access and use NanoGuide and its Content solely for the installation, operation, maintenance and authorized use of Nanoscribe systems purchased or otherwise lawfully obtained by the Licensee.

The Content may only be used in connection with the Nanoscribe systems for which the Licensee holds the relevant authorization and exclusively for authorized research, educational, operational or commercial activities involving the Licensee's Nanoscribe systems.

In particular, the Content shall not be used:

  • For the development, manufacture, optimization or operation of third-party systems or competing products.
  • To provide technical services, consulting, training or other commercial services to third parties based on the Content independently of the authorized use of the Licensee's Nanoscribe systems, without the Licensor's prior written consent. For the avoidance of doubt, this restriction does not apply to services performed using the Licensee's authorized Nanoscribe systems, including printing services, contract research and development, and the operation of multi-user facilities, whether provided free of charge or for a fee.
  • For resale, sublicensing or other commercial exploitation of the Content or the proprietary know-how contained therein.

No rights are granted beyond those expressly stated in these Terms of Use.

3. Confidentiality and Non-Disclosure

All non-public Content made available through NanoGuide shall be treated as confidential and proprietary information of the Licensor.

The Named User shall not disclose, distribute, publish, transmit or otherwise make the Content available to any unauthorized person or third party without the Licensor's prior written consent.

The Named User shall take reasonable measures within their control to prevent unauthorized access, disclosure or use of the Content.

These confidentiality obligations shall continue to apply after termination of access to NanoGuide. They shall not apply to information that has lawfully entered the public domain without a breach of these Terms of Use, was lawfully obtained independently of NanoGuide, or may be disclosed under mandatory applicable law.

4. Named User Accounts and Account Access

4.1. System Administrator

For each Nanoscribe system, the Licensee designates a responsible System Administrator in accordance with the applicable agreement between the Licensee and the Licensor.

The System Administrator manages and allocates the available NanoGuide access entitlements for the relevant Nanoscribe system.

By accepting these Terms of Use, a Named User designated as System Administrator personally agrees to perform the following administrative duties within the scope of their assigned role and responsibilities:

  • Allocate available NanoGuide access entitlements only to individually identified, eligible Named Users who actively use or directly support the relevant Nanoscribe system.
  • Maintain an accurate record of the allocation of access entitlements and ensure that their number does not exceed the entitlements available for the relevant system.
  • Promptly notify the Licensor upon becoming aware that a Named User has ceased to be eligible for access or no longer requires it, and arrange for the deactivation of the affected account.
  • Manage the reassignment of released access entitlements to new eligible Named Users; each new user must register individually and use their own account.
  • Ensure that the number of allocated Named Users does not exceed the available access entitlements.

These additional obligations apply only for as long as the Named User is designated as System Administrator. The System Administrator shall exercise reasonable care in performing these duties and shall not be responsible for unauthorized actions of other users of which the System Administrator had no knowledge and which could not reasonably have been prevented. The Licensee's contractual obligations concerning the designation of a System Administrator and the management of NanoGuide access entitlements remain unaffected.

4.2. Individual User Accounts

Each NanoGuide account must be assigned to a specific natural person and registered under that person's real name and individual email address with the domain of the organization owning the system.

Each account may only be used by the individual to whom it has been assigned. Shared, generic, dummy, group or fictitious accounts, as well as account sharing or transfer to another individual (including within the same institution, laboratory or research group), are prohibited.

Access to NanoGuide is provided through sign-in links sent to the Named User's registered email address upon request. Each sign-in link can only be used in the browser from which it was requested.

Each Named User shall protect access to their registered email account and shall not allow any other person to use their signed-in NanoGuide session. The Licensee and each Named User shall promptly notify the Licensor upon becoming aware of any actual or suspected unauthorized access to or use of a NanoGuide account.

4.3. Eligibility and Duration of Access

Access authorization is limited to the period during which the Named User is involved in the operation or authorized use of that system within the registered institution, laboratory or research group.

Affiliation with the same university, research institution or organization does not, by itself, entitle an individual to continued access to NanoGuide.

A change to another research group, laboratory or department requires renewed authorization, even if the individual remains within the same institution.

4.4. Notification of Changes and Reassignment

Each Named User shall promptly notify the Licensor and the responsible System Administrator if they:

  • Leave the institution, laboratory or research group associated with the relevant Nanoscribe system.
  • Transfer to another research group, laboratory or department, including within the same institution.
  • Complete their studies, doctoral research, employment or other assignment involving the Nanoscribe system.
  • Otherwise cease to use or require access to the relevant Nanoscribe system.

Upon termination of eligibility, the Named User's authorization to access NanoGuide shall cease.

Existing user accounts may not be transferred, and signed-in NanoGuide sessions may not be shared with another person.

The Licensor may suspend or deactivate accounts if the applicable access entitlement is no longer valid or the eligibility requirements are no longer met.

5. Restrictions on Copying and Reproduction

Unless expressly authorized in writing by the Licensor, the Licensee and its Named Users shall not:

  • Copy, reproduce, download, print, store, archive or systematically extract any Content from NanoGuide.
  • Create derivative works, compilations, databases or independent documentation based on the Content.
  • Redistribute, republish, upload or otherwise make the Content available on other platforms, websites, repositories or knowledge management systems.
  • Use automated tools, scripts, crawlers, bots or similar technologies to collect or extract Content from NanoGuide.
  • Remove or alter copyright notices, proprietary markings or confidentiality notices.

Temporary technical reproductions necessary for normal authorized viewing of NanoGuide shall remain permitted.

Any additional reproduction or use requires the Licensor's prior written consent, except where mandatory applicable law provides otherwise.

6. Prohibition of AI Use and Automated Knowledge Extraction

The Licensee and its Named Users shall not use, upload, submit, transmit, disclose or otherwise make available any NanoGuide Content, in whole or in part, to any artificial intelligence (AI), machine learning or automated knowledge processing system without the Licensor's prior written consent.

In particular, the Licensee and its Named Users shall not:

  • Use NanoGuide Content to train, fine-tune, develop, evaluate or improve AI models or machine learning systems.
  • Submit NanoGuide Content to generative AI tools, chatbots, AI assistants or large language models, including through prompts, file uploads, APIs or connected applications.
  • Incorporate NanoGuide Content into AI-based knowledge bases, retrieval-augmented generation (RAG) systems, vector databases or similar technologies.
  • Use AI-based or automated tools to extract, summarize, analyze, reproduce or systematically process NanoGuide Content.
  • Make NanoGuide Content accessible to third-party AI providers or AI-powered applications, regardless of whether such providers claim not to use submitted information for model training.

These restrictions also apply to AI systems operated internally by the Licensee, unless expressly authorized in writing by the Licensor.

The Licensor expressly reserves its rights with respect to text and data mining and automated extraction of NanoGuide Content to the extent permitted by applicable law.

7. Intellectual Property Rights

All intellectual property rights, including copyrights, database rights, trade secrets and other proprietary rights relating to NanoGuide and its Content, remain with the Licensor or the respective rights holders.

Access to NanoGuide does not transfer ownership of, or grant any independent rights to, the Content, underlying technologies, processes, methods or know-how.

The Licensee and its Named Users acknowledge that the Content may contain valuable proprietary technical and application knowledge of the Licensor.

8. Suspension and Termination of Access

The Licensor may suspend or revoke access to NanoGuide where:

  • The Licensee or a Named User materially breaches these Terms of Use.
  • There is a reasonable suspicion of unauthorized access, disclosure or misuse of the Content.
  • The applicable software license or NanoGuide access entitlement expires or is terminated.
  • A Named User is no longer eligible for access under Section 4.
  • Continued access presents a material risk to the security, confidentiality or integrity of NanoGuide.

Where reasonably practicable, the Licensor shall notify the Licensee or affected Named User before suspending access and provide an opportunity to remedy the breach, unless immediate action is necessary to protect the Licensor's legitimate interests.

Upon termination of access, the Licensee and the affected Named User shall cease using the Content and delete any copies made or retained without authorization, unless retention is required by applicable law.

The suspension or termination of access to NanoGuide shall not affect any claims for damages or other legal remedies arising from a breach of these Terms of Use, which shall remain enforceable regardless of such suspension or termination.

Termination shall not affect any rights or claims arising from prior breaches of these Terms of Use.

9. Accuracy and Availability of Content

The Licensor endeavors to keep the Content accurate and up to date but does not guarantee that all information is complete, error-free or suitable for every application.

The Licensee and its Named Users remain responsible for ensuring that the relevant Nanoscribe systems are operated in accordance with applicable operating instructions, safety requirements and technical specifications.

The Licensor may update without notice, modify or discontinue individual Content or platform features, provided that mandatory contractual obligations remain unaffected.

10. Applicable Law and Final Provisions

These Terms of Use shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules.

Mandatory statutory rights shall remain unaffected.

Any amendments or exceptions to these Terms of Use require the Licensor's express consent, except where otherwise required by applicable law.

If any provision of these Terms of Use is or becomes invalid, the remaining provisions shall remain effective to the extent permitted by applicable law.