Terms of Use

This mRNArchitect software application (‘App’) and any accompanying documentation (if any), is provided free of charge and on an AS IS basis, subject to the following terms (‘Terms of Use’). A reference to the App includes the whole and any part of it, and includes the App as modified from time to time.

By using this App, you, the user of this App (‘you’), agree to these Terms of Use with University of Queensland ABN 63 942 912 684 (‘UQ’).

If you are an employee or agent of another person and use the App in that capacity then: (a) you agree to these Terms of Use both in your personal capacity and for and on behalf of your employer or principal; and (b) you warrant you have authority to bind them to these Terms of Use; and (c) references to you in these Terms of Use are deemed to be a reference to you in your personal capacity and to your employer or principal.

If you do not accept these Terms of Use you are not permitted to use, and should immediately cease all use of, the App and documentation.

For the meaning of certain terms used in this document, see the Defined Terms section at the end of these Terms of Use.

1. Use at your own risk – no reliance

Your use of this App is AT YOUR OWN RISK.

The data and other information in this App may not be updated and may not represent the latest information available.

You must use your own independent knowledge, skill and judgement when using this App and any outputs it produces.

In particular (but without limitation) you represent and agree: (a) you must independently verify all App User Outputs and all data and other information you derive from App User Outputs or your use of this App; and (b) you will not and must not rely upon App User Outputs, or any other data or other information you obtain or derive from App User Outputs or your use of this App, for or in relation to any of the following: (i) any research you carry out or use; or (ii) for any medical or other health related diagnosis, treatment or advice; or (iii) for any design, development or use of any medical or other health related treatment or product; or (iv) any decisions you make in relation to any of the foregoing.

You are responsible for using the App in compliance with applicable laws and relevant biosafety, professional and ethical standards applicable to you.

The App may process User Data locally or via remote servers. You are responsible for using the App in compliance with applicable data protection and confidentiality requirements.

2. Use of this App is restricted

Use of this App is permitted on a restricted basis.

Licence for App and App Data (except App User Outputs)

UQ grants you a royalty-free, non-exclusive, non-transferable and revocable licence to use the App and App Data (excluding User Data and App User Outputs) and accompanying documentation (if any) that is made available to you by the App in the course of using its normal functionality for its intended purpose and subject to your ongoing compliance with these Terms of Use. UQ may revoke this licence, and any related consent granted by UQ, at any time at UQ’s convenience without giving reasons.

You may use this App only in accordance with its normal functionality and only for its intended purpose. You do not have permission to reproduce this App. Except for App User Outputs, you do not have permission to download or otherwise copy any data, images or other information from this App and you must not attempt to do so. You do not have permission to permit other persons to use the App, subject to the next paragraph.

If you are the employer or principal of a natural person accessing or using the App (including any account for using the App) as your employee or agent then: (a) only the natural person for whom the account has been provided can access and use the account and the App; and (b) you must ensure that natural person does not access or use their account or the App other than as your employee or agent and does not permit or assist any other person to access or use their account or account details to access the App or for any other purpose; and (c) you must ensure that natural person complies with these Terms of Use.

Ownership and use of App User Outputs

UQ does not claim ownership of intellectual property rights in parts of App User Outputs: (a) that consist of your User Data or an adaptation of your User Data; or (b) that are a work you are deemed to own upon creation by virtue of the Copyright Act 1968 (Cth).

UQ retains ownership of all intellectual property rights in parts of App User Outputs that consist of UQ’s pre-existing intellectual property rights or an adaptation thereof or to the extent they are or contain a work UQ is deemed to own upon creation by virtue of the Copyright Act 1968 (Cth).

However, to the extent any App User Outputs include any of UQ’s intellectual property rights, UQ grants you a worldwide, royalty-free, non-exclusive, transferable, irrevocable licence to use, modify, adapt, sublicense and otherwise exploit App User Outputs for any purpose you require, including commercially, subject to your ongoing compliance with these Terms of Use.

All other intellectual property rights of UQ are reserved.

3. Confidential data

You must keep the App and App Data (excluding your User Data and App User Outputs) confidential (except for information that is or comes into the public domain other than through your breach of this agreement or a breach of confidence, or that was already known or is independently known to you free of any obligation of confidence, or that was developed independently by you without knowledge of the information obtained from the App).

4. Account details and Privacy

You must keep the details of your account for accessing this App secret (including your password) and must not share them with any other person. You must inform UQ immediately upon becoming aware that your password or other account details have or may have become known to another person (other than UQ Personnel) or have or may have been used by someone other than you to access your account or the App.

The Personal Information we will collect includes your name, email address and user details and any other personal information you upload or generate using the App. We will use this to manage your account, the App, our records management requirements and UQ’s legal and any compliance obligations from time to time. For further information please see our Privacy Notice and our Privacy Policy at https://policies.uq.edu.au/document/view-current.php?id=480.

By using the App you consent to UQ collecting, holding, using and disclosing your Account Information and any Personal Information you provide: (a) for the purposes and in the manner described in our Privacy Notice and (b) as is otherwise reasonably required from time to time to provide the App to you (including to maintain, support and develop it) and to exercise and enforce our rights, including rights you grant to us under these Terms of Use.

5. Your warranties and other obligations and licences you grant to UQ

You represent and warrant to UQ that:

all User Data is true, correct, up-to-date and not misleading or fraudulent;
you have all necessary rights to use and disclose that User Data to UQ and to grant the rights, and provide the consents, representations and warranties, to UQ and its Personnel that you have in relation to the User Data as specified in this agreement; and
UQ and its personnel may (and you agree UQ and its Personnel may), in the manner and for the purposes contemplated in these Terms of Use, use and disclose any such User Data stored on this App or otherwise provided to UQ for any purpose UQ reasonably requires, without breaching any obligation of confidence and without infringing any intellectual property rights or any other rights of any other person; and
your use of this App and all App Data (including your subsequent use of any App User Outputs) is and will at all times be lawful.

Upon discovering any noncompliance with any of the above warranties you must promptly notify UQ in writing of that fact and continue to provide any particulars and updates UQ requires.

Licence to UQ for App Data

You grant UQ a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, sublicensable, transferable licence to use, reproduce, modify, adapt and otherwise exploit all copyright and other intellectual property rights in any and all App Data for the purpose of operating (including hosting, supplying, maintaining and supporting) the App, and developing (including improving) the App for further exploitation, including commercially.

To avoid doubt, this does not permit UQ to provide User Data, or App User Outputs (to the extent they contain your intellectual property rights), to third parties other than to third parties assisting UQ to operate or develop the App so they can use it for those purposes (for example, as needed to host the App or provide support or run tests for maintenance or development purposes).

Notwithstanding the licence granted above, UQ expressly confirms it does not store or save any sequence data you submit to or generate through the App, whether as input or output. Your sequence data exists solely within your active session and is not retained once that session ends. UQ does not analyse, monitor, or use your sequence data for any purpose, including development of the App.

Your use of the App

You must not (and you must also ensure your employees and agents do not):

(except as permitted by any law that cannot be excluded) modify or distribute the App or accompanying documentation (if any), or incorporate it into any other software or documentation, or reverse engineer, decompile, disassemble or create derivative works of, the App or accompanying documentation;
copy the App, in whole or part, except where incidental to loading and executing the App in the course of using its normal functionality for its intended purpose, except as permitted in accordance with UQ’s written consent or any law that cannot be excluded;
use the App for any purpose other than its intended purpose of mRNA sequence design, optimisation and analysis;
interfere with the normal operation of this App or any equipment, software, systems or facilities connected to or with it;
use any App Data or App User Outputs in a way the is unlawful or do anything that contravenes any law or infringes a person’s rights (including in contract, tort, equity or under statute); or
engage in any unauthorised access to or use of this App or App Data, including using or attempting to use this App to access data or information associated with any other person or for any other purpose that is not a use of the App’s normal functionality made available to you for its intended purpose.

6. DISCLAIMERS

WITHOUT LIMITING YOUR RIGHTS UNDER ANY LAW WHICH CANNOT BE EXCLUDED, UQ DOES NOT REPRESENT OR WARRANT:

(A) THE ACCURACY, CURRENCY OR COMPLETENESS OF ANY APP DATA OR THAT APP DATA IS FREE OF DEFECTS OR ERRORS OR WILL BE UPDATED OR CORRECTED; OR

(B) THAT THIS APP (OR ANY APP DATA) IS OF MERCHANTABLE QUALITY OR FIT FOR ANY PURPOSE: OR

(C) THAT THIS APP WILL BE SUPPORTED OR UPDATED OR THAT IT IS FREE OF DEFECTS OR ERRORS OR THAT IT WILL BE CORRECTED OR MAINTAINED OR OPERATE AS INTENDED; OR

(D) THAT THIS APP WILL AT ANY TIME BE AVAILABLE FOR USE OR THAT IT WILL OPERATE WITHOUT CAUSING ANY DEFECT IN OR DAMAGE TO ANY DEVICE, SOFTWARE OR SYSTEM.

UQ EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES OF ANY KIND EXCEPT FOR ANY IMPOSED BY THE AUSTRALIAN CONSUMER LAW IN SCHEDULE 2 OF THE COMMONWEALTH COMPETITION AND CONSUMER ACT 2010 (“AUSTRALIAN CONSUMER LAW”), OR BY ANY OTHER LAW, TO THE EXTENT THEY CANNOT BE EXCLUDED.

7. LIABILITY EXCLUSIONS AND LIMITATIONS

TO THE EXTENT PERMITTED BY LAW:

(A) EXCEPT AS PROVIDED IN PARAGRAPH (D), NEITHER PARTY IS LIABLE TO THE OTHER UNDER ANY LEGAL THEORY WHATSOEVER FOR ANY LOSS, DAMAGE, COST, EXPENSE OR LIABILITY OF ANY KIND (WHETHER CHARACTERISED AS DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE) THAT THE OTHER SUFFERS OR INCURS IN CONNECTION WITH ANY APP DATA, USER DATA, APP USER OUTPUTS OR THIS APP OR THE USE OF, OR ANY DEFECT OR ERROR IN OR UNAVAILABILITY OF, THIS APP OR ANY APP DATA, APP USER OUTPUTS OR USER DATA (INCLUDING IN CONNECTION WITH ANY LOSS, CORRUPTION OR DELETION OF USER DATA OR APP USER OUTPUTS, INCLUDING IF DUE TO THE FAULT OR NEGLIGENCE OF UQ OR ITS PERSONNEL);

(B) IN RESPECT OF ANY LIABILITY (UNDER ANY LEGAL THEORY) THAT CANNOT BY LAW BE EXCLUDED BUT WHICH THE LIABLE PARTY IS NOT PROHIBITED OR OTHERWISE PREVENTED BY LAW FROM LIMITING:

(I) FOR BREACH OF ANY GUARANTEES IMPOSED BY THE AUSTRALIAN CONSUMER LAW THAT CANNOT BE EXCLUDED – SUCH LIABILITY OF THE PARTY IS LIMITED AS SET OUT IN PARAGRAPH (C) OF THIS CLAUSE; AND

(II) IN ALL OTHER CASES EXCEPT AS PROVIDED IN PARAGRAPH (D) – FOR EACH CLAIM AND FOR ALL CLAIMS IN THE AGGREGATE, SUCH LIABILITY OF THE PARTY IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS (AUD$100) AND THE AMOUNT OF ANY FEES (IF ANY) PAID TO UQ BY THE USER FOR USE OF THE APP.

(C) IN RESPECT OF LIABILITY FOR ANY GUARANTEE IMPOSED BY THE AUSTRALIAN CONSUMER LAW THAT CANNOT BE EXCLUDED BUT CAN BE LIMITED, THE LIABLE PARTY’S TOTAL LIABILITY (TO THE EXTENT IT IS NOT PROHIBITED FROM DOING SO) IS LIMITED TO THE FOLLOWING (AND, TO EXTENT PERMITTED BY LAW, AT THE LIABLE PARTY’S OPTION): (I) IN THE CASE OF GOODS, THE REPAIR OR REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS OR PAYMENT OF THE COST OF REPAIRING OR REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; AND (II) IN THE CASE OF SERVICES, SUPPLYING THE SERVICES AGAIN OR PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN;

(D) PARAGRAPHS (A) AND (B)(II) DO NOT EXCLUDE LIABILITY OF:

(I) ONE PARTY (THE ‘FIRST PARTY’) TO THE OTHER TO THE EXTENT THE LIABILITY CANNOT BY LAW BE LIMITED OR EXCLUDED;

(II) ONE PARTY (THE ‘FIRST PARTY’) TO THE OTHER TO THE EXTENT IT ARISES FROM THE FIRST PARTY’S DISHONESTY;

(III) ONE PARTY (THE ‘FIRST PARTY’) TO THE OTHER TO THE EXTENT IT ARISES FROM THE FIRST PARTY’S INTENTIONAL INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS;

(IV) A USER FOR ILLEGAL OR INTENTIONAL MISUSE OF THE APP, ANY PASSWORD OR USER ACCOUNT OR APP DATA; OR

(V) UQ FOR INTENTIONAL MISUSE OF ACCOUNT INFORMATION OR OTHER USER DATA CONTRARY TO UQ’S RIGHTS UNDER THESE TERMS OF USE, EXCEPT AS PERMITTED, REQUIRED OR AUTHORISED BY LAW; AND

(E) DESPITE PARAGRAPH (D), NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT OR CONSEQUENTIAL LOSS (BEING LOSS OR DAMAGE OF A KIND THAT DOES NOT ARISE NATURALLY, ACCORDING TO THE USUAL COURSE OF THINGS, FROM A BREACH OF THESE TERMS OF USE OR OTHER EVENT GIVING RISE TO LIABILITY).

DESPITE ANYTHING TO THE CONTRARY ELSEWHERE, NOTHING IN THESE TERMS OF USE IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY GUARANTEE, RIGHT OR REMEDY A PERSON HAS UNDER STATUTE, INCLUDING UNDER THE AUSTRALIAN CONSUMER LAW, TO THE EXTENT THAT UNDER LAW THAT GUARANTEE, RIGHT OR REMEDY CANNOT BE SO EXCLUDED, RESTRICTED OR MODIFIED.

This clause 7 continues even after your use of the App has ceased and after this agreement has ended.

8. Indemnity

To the full extent permitted by law, you agree to indemnify and keep indemnified UQ and its Personnel (the ‘Indemnified Persons’) on demand from and against any and all loss, damage, cost, expense and liability of any kind whatsoever an Indemnified Person suffers or incurs (or would but for this indemnity suffer or incur) as a result of or in connection with: (a) any claim (including allegation or proceeding) against UQ or another Indemnified Person by you or any other person in any way whatsoever connected with your use of this App (including any information in or obtained from this App), other than a claim for UQ’s infringement of your intellectual property rights in User Data or a claim for UQ’s infringement of a third party’s intellectual property rights in the App or in App User Outputs (excluding claims in relation to App User Outputs that arise in relation to User Data in or used for the App User Outputs); or (b) a breach of any laws by you in any way connected with this App or your use of the App, User Data or App User Outputs; or (c) any claim (including allegation or proceeding) by any person against UQ or another Indemnified Person in relation to User Data (other than a claim for UQ’s misuse of it in breach of these Terms of Use); or (d) any negligent or unlawful act or omission by you, or by any person who obtains access to or use of the App or App User Outputs through you, in connection with the App or any App User Outputs.

To the full extent permitted by law, it is not necessary to make payment or incur expense before enforcing these indemnities. These indemnities may also be enforced by UQ on behalf of or for the benefit of UQ’s Personnel. This clause 8 continues even after your use of the App has ceased and after this agreement has ended.

9. Citation Requirements

Publications, presentations and any other academic work product (in whatever form) that include output resulting from the use of the App must cite “mRNArchitect, BASE Facility, The University of Queensland, https://basefacility.org.au/software/” in accordance with usual academic standards.

10. Changes and termination

UQ may change the App at any time without notice to you and is under no obligation to continue to provide the App to you or to provide access to it. UQ may (without liability) at any time and entirely at its discretion (with or without cause) cancel your permission to use this App and may suspend or cancel your access or account or both. You must not attempt to access or use the App or accompanying user documentation (if any) while your access or account is suspended or after it is cancelled.

You must promptly delete all information about or containing anything from the App and all user documentation after your access or account is closed or cancelled or once you cease regular use of the App but you may retain all App User Outputs.

11. Feedback

You irrevocably and perpetually licence UQ to exploit and exercise all intellectual property rights in (including to commercialise, sublicense and transfer) any feedback and ideas you communicate to UQ or UQ Personnel in relation to modifying, adding to, correcting or improving the App.

12. General terms, definitions and interpretation

Defined terms

In these Terms of Use:

(a) “Account Information” means the data and other information you provide to set up your account to use the App (including your name, organisation details and contact details).

(b) “Adaptation” has the meaning given to that term in the Copyright Act 1968 (Cth);

(c) “App Data” means all data, results, outputs and other information used or stored in the App, or that the App generates, in relation to your use of the App or that you obtain from or through your use of this App, including App User Outputs and User Data;

(d) “App User Outputs” means the primary mRNA sequence output and accompanying design report (which includes quality control metrics) that are produced by the App as an output of your use of the App when you run a sequence. App User Outputs are returned to you and are not collected or retained by UQ after your session concludes;

(e) “Personal Information” has the meaning given to that term in the Information Privacy Act 2009 (Qld);

(f) “User Data” means all data and other information you provide to UQ (including by uploading it to or generating it through use of the App) in or in connection with this App and includes your Account Information but excludes App User Outputs.

General terms and interpretation

Personnel: In these Terms of Use, a reference to UQ’s ‘Personnel’ means its officers, employees, agents and contractors (including all subcontractors), and any owner or licensor of any part of the App (including any data used in or presented by it), and the officers, employees, agents and contractors of each of the foregoing.

Governing law: To the full extent permitted by law: this agreement is to be construed in accordance with the laws in force in the State of Queensland, Australia; you irrevocably submit to the exclusive jurisdiction of the courts of the State of Queensland (including any federal and appeal courts); you must not argue such courts are an inappropriate forum; and you consent to substituted service in Australia.

Assignment: You must not assign this agreement or any part without UQ’s prior written consent.

Severance: If any provision of these Terms of Use is void, voidable or unenforceable it is to be read down so as to be valid and if it cannot be read down then it is to be severed in the relevant jurisdiction (without affecting the remainder of this agreement), unless this would fundamentally alter this agreement or be contrary to public policy.

Further assurances: You agree to do all things (including sign documents) UQ considers reasonably necessary to give full effect to these Terms of Use and any right or power granted under or pursuant to them.

To the full extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods is excluded.

Interpretation: In these Terms of Use: a word denoting the singular includes the plural and vice versa; a reference to a person includes a natural person, corporation, partnership, joint venture, trust, authority, government body and any other legal entity; a reference to these Terms of Use or another document or any law is to that agreement or other document or law as varied, supplemented or replaced from time to time; a reference to a party includes that party’s executors, administrators, successors and permitted assigns; where a word or phrase is given a particular meaning, other parts of speech or grammatical forms of that word or phrase have corresponding meanings; headings are for convenience and do not affect interpretation; and the term ‘includes’ or ‘including’ is not to be read as a word of limitation.