Terms and Conditions
Effective Date: date of approval of the Terms and Conditions by the User or the Platform access by the User.
Version of the terms and conditions: v.4 date October 30, 2025. Previous versions of the Terms and Conditions can be consulted here.
PREAMBLE
The following Terms and Conditions apply solely to the use of the K-Pro Free version made available by Owkin. All other versions, editions, or products provided by Owkin — including paid, enterprise, or customized solutions — are governed by separate terms and conditions or contractual agreements, as applicable. Use of any other Owkin product or service constitutes acceptance of the specific terms governing that product or service.
“K-Pro Free” is the lite version of Owkin’s commercial product “K Pro”, an artificial intelligence platform dedicated to biomedical research (the “Platform”, as defined below) developed by Owkin Inc., a Delaware company having a business address at 185 Alewife Brook Parkway, #210, Cambridge, MA 02138, United States
The Platform enables its user (the “User”, “You”, as defined below) to query a conversational agent in natural language with the aim to help generate and validate scientific hypotheses through the exploration of multi-modal data with visualisation, scientific literature and specific public biological knowledge.
By accessing and using the Platform, You:
acknowledge having read, understood and accepted these Terms and Conditions, without reservation, limitation or condition;
represent and warrant that You (i) are duly authorized to accept these Terms and Conditions on Your behalf or on behalf of your employer if applicable (ii) are not under any restriction to access and use the Platform, and in particular that your status does not imply additional formalities to access and use the Platform; (iii) have informed ifYou work in an organisation (both for-profit or non-profit entities), obtained approval from - any appropriate board or authorities (including hierarchical authority if applicable) of Your access to the Platform and the Terms and Conditions (collectively the “Criteria”). You shall be able to provide all necessary documentation to demonstrate compliance with these Criteria to Owkin at the time of acceptance of these Terms;
acknowledge that Access is granted based on Your declarations. As a reminder, the Platform is accessible to any researcher interested in biology, subject to fulfilment of the Criteria and the conditions herein, and Owkin will grant an Access to the User based on the declarations made by the User. However, Owkin reserves the right to verify whether the Criteria are met, and may suspend access to the Platform until fulfilment of the Criteria or terminate the access without additional formalities.
Please note that access to K Pro, meaning the premium version of the Platform is subject to specific additional business terms and conditions.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THIS PLATFORM. Any access to the Platform involves the irrevocable and unreserved knowledge and acceptance of these Terms and Conditions by the User. If You do not agree with these Terms and Conditions, You may not access and use the Platform. These Terms and Conditions may be amended from time to time and we recommend that You review these Terms regularly.
1 - Definitions
For the purposes of these Terms:
“Agent”:
refers to the conversational agent that analyses and interprets the Inputs and selects the right tool and dataset or combination of tools and datasets available on the Platform or accessible to the Agent with the relevant parameters to provide Outputs to the User.
“Applicable Laws and Regulations”:
refers to any laws, regulations guidelines and other requirements (regulatory or other) in any jurisdiction applicable to Owkin and/or the Users during its/their use of the Platform.
“Commercial Use”:
refers to any use intended for commercial advantage and/or monetary compensation, including without limiting the foregoing any research project conducted for and/or on behalf of an industrial and/or commercial third party and/or the provision of commercial services with (or using) Outputs, sales of Outputs (or products incorporating such Outputs, for instance commercialisation of a diagnostic kit containing a biomarker to the extent the biomarker was an Output), or marketing for commercial services on, or sales of, Outputs, (ii) developing the Outputs (for instance clinical trial on an asset which is the Outputs) with a view to directly commercialize such Outputs (or products incorporating such Outputs), and (iii) manufacturing an Output (or products incorporating such Outputs), with a view to directly commercialize such Outputs (or products incorporating such Outputs).
“Data”:
refers to the Public Dataset and Non-Public Dataset.
“Documentation”:
refers to the instructions for use of the Platform, which are available at the following link: https://owkinkhelp.zendesk.com/hc/en-us/articles/33938116119697-Owkin-K-User-Guide-Getting-started.
“Inputs”:
refers to the information, data, knowledge, content, intellectual reflection, idea formalization, displayed, uploaded or provided in any manner whatsoever to the Platform by the Users in particular while making queries.
“Intellectual Property Rights” or “IPRs”:
refers to trademarks, patents, designs and models, copyrights, trade names, trade secret, signs, logos, graphics, domain names all rights of whatsoever nature in computer programs, codes, databases, algorithms, Platform, data (including Outputs and Inputs), and any other signs and intellectual property rights owned by Owkin and/or a User, whether or not protectable under Applicable Laws and Regulations, whether registered or unregistered, including all granted registrations and applications of the same
“Login Information”:
refers to a unique identifier assigned to a User which, combined with a password, enables the User to authenticate himself or herself to access the Platform.
“Outputs”:
refers to any analysis, predictions, recommendations, decisions, content (including, texts, images, photos, videos, graphics), results, under any format, generated by the Platform to answer a query of the User.
“Owkin Proprietary Knowledge”:
refers collectively to the Platform, any proprietary content of Owkin uploaded or made available by Owkin on the Platform, its Documentation and the corresponding IPRs.
“Platform”:
refers to the systems operated and made available by Owkin to the User under these Terms, collectively branded as “K-Pro”, which include the Agent, Software and any Data that could be used for the generation of the Outputs. The Platform made available under these Terms is named K-Pro Free and is the lite version of K Pro.
“Non-Public Dataset”:
refers to anonymized, de-identified and/or pseudonymized data used by or via the Platform, which is under Owkin’s control, that could be accessed by the User under certain restricted conditions, depending on the version of the Platform, and used to generate Outputs.
“Public Dataset”:
refers to the anonymized, de-identified data and/or pseudonymized data that have been made available to the public by a third-party natural person or entity, potentially under specific terms of use, that could be accessed and used by the User via the Platform to generate Outputs.
“Software”:
refers to any public or private software, algorithms and/or libraries used by Owkin to enable Users to access and use the Platform.
“Terms and Conditions” or “Terms”:
refers to these Terms and Conditions and their Annexes.
“Territory”:
refers to the countries, listed in the Annex B, from where the User can access and use the Platform, subject to the terms of the Section 8.
“User”:
refers to any natural person over 18 years of age with access to the Platform authorised by Owkin and, where applicable, its employer and/or any appropriate board or authorities.
The definitions referred to in this Section apply to both singular and plural terms.
2 - Purpose of the Terms
The purpose of these Terms is to set out the rights and obligations of Owkin and the User regarding the use and access to the Platform and its content during the Access Period. These Terms apply each time the User is accessing the Platform.
3 - Right of access - Use of the Platform.
3.1 - Subject to the limitation set forth in these Terms, Owkin grants to any User, a personal, limited, for free, non-exclusive, non-transferable, non-sublicensable, revocable, in the Territories (and without prejudice to Section 8), right to access and use the Platform, and the Documentation during the Access Period. The rights set forth in this Section 3.1 are subject to the compliance with the Criteria and these Terms during the Access Period. Owkin may suspend User’s access to the Platform, in whole or in part, at its sole discretion, if these Criteria are not (or no longer) satisfied, and access will be reinstated upon User’s fulfilment of the Criteria. In case of breach of the Terms, Owkin could also terminate the access at any time without any prior notice to the User.
3.2 - The above mentioned right of use excludes any right to use the Platform (i) on human subjects, including for research involving human beings (including without limitation in the context of clinical trials and/or any other kind of biomedical research which, all or in part of the purpose, is to develop and/or compare and/or assess the performance of medical devices and/or providing prognostic, diagnosis and/or therapeutics purposes), or in routine, for care or diagnostic purposes, or (ii) with or on behalf of third parties or (iii), if the User is an employee under public or private contract with its employer, in connection with the missions assigned to the User by its organisation or with its organisation’s data except as specifically accepted by its employer informed of the Terms and in particular the absence of confidentiality of Inputs and Outputs and related ownership and/or (iv) for Commercial Use.
3.3 - The User may access the Platform via the Internet. The User shall use the Platform at his or her own risk and under his or her sole responsibility. The User is aware that the Platform is hosted by a “cloud” provider and made available to the User via the Platform dedicated website or a link from Owkin’s website to the Platform website.
3.4 - When accessing the Platform for the first time, the User will register to the Platform by entering the information requested by Owkin, accepting these Terms and if any, providing all necessary document demonstrating compliance with the Criteria as described in the Preamble, and then at each connection, the User shall use the Login Information that Owkin provided so that he or she can connect to the Platform. The Login Information is strictly personal and confidential.
3.5 - The User expressly undertakes to keep his or her Login Information confidential and not to communicate it to any third parties. The User shall bear all consequences that may result from the voluntary or involuntary disclosure of its Login Information, and Owkin shall not be held liable for any use of the account by a third party who has gained access to the User's Login Information, in any manner whatsoever. The User shall be solely liable to Owkin for all use of the Platform in violation of these Terms. The User undertakes to immediately inform Owkin of any suspicious or fraudulent use of his or her Login Information.
4 - Public and Non-Public Datasets
4.1 – The User can only use the Public Datasets through the Platform, subject to the provisions set forth below. Except as specifically identified in the list of Public and Non-Public Datasets in Annex A of these Terms, no Non-Public Datasets will be made available to the User except if the User accesses another version of the Platform under specific additional terms.
4.2 - The Public and Non-Public Datasets used by the Platform are listed in Annex A of these Terms. If the User wishes to directly access and use any Public or Non-Public Dataset, the User will access it under his or her own responsibility and under the terms of any license potentially associated with such Dataset. Furthermore, the User understands and agrees that:
Use and access to the Public and Non-Public Dataset is made at his or her own risk and shall be done in compliance (i) with the Applicable Laws and Regulations; (ii) the specific terms and conditions of use of each Public and Non-Public Dataset.
Owkin cannot guarantee that the (i) anonymization, de-identification and/or pseudonymization of the Public and Non-Public Datasets will have the same meaning or requirements under any Users’ Applicable Laws and Regulations (ii) the Outputs is only composed of data that never permits individualisation of patient or research participant by the User.
Owkin, at the Effective Date, has performed a good faith check of the Public and Non-Public Datasets’ terms for their material alignment with the non-Commercial Use of the Public and Non-Public Dataset on the Platform only.
User is solely responsible to (i) verify if his or her use of the Public and Non-Public Datasets is compliant with (a) the Datasets’ licences (b) the Applicable Laws and Regulations applying to such User, and (ii) where applicable, to comply with any additional formalities.
4.3 - The User acknowledges and agrees that:
Data hosted on the Platform must remain within the Platform and should not be exfiltrated or transferred outside without proper written authorization of Owkin or in application to the licenses applying to this Data;
it shall not engage in any activities that facilitate or attempt to facilitate the unauthorized extraction, copying, or removal of content, including Data, from the Platform. For clarity, taking a screenshot, a picture and/or a video of the Platform is not allowed.
4.4 - The Platform may use or be used in connection with third-party software, product, services or integration (“Third-Party Services”). Owkin will determine in its sole discretion which Third Party Services may be used by the Platform or accessible to the Users via the Platform. Notwithstanding any contrary provisions, use of Third-Party Services is at User own risk and subject to User’s compliance with any terms, conditions or policies applicable to such Third-Party Services. Owkin does not control or accept any liability for claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from use of Third-Party Services.
5 - Obligations of the User
5.1 - The User acknowledges being familiar with the purpose, functionalities and operating procedure of the Platform and any content accessible to this User, having ensured that it conforms with its needs and skills, in particular based on the information provided in the Documentation.
5.2 - The User may contact Owkin, by email to [email protected] or by completing and sending the dedicated form on the Platform, for any types of requests related to the Platform such as service requests, errors and other operating anomalies, as well as all suggestions for improvement that he or she deems desirable.
5.3 - The User undertakes to:
use the Platform and its content in accordance with the provisions of these Terms, as of the Documentation and of the Applicable Laws and Regulations;
use the Platform and its content in accordance with their intended purposes and in a manner compatible with reasonable use.
5.4 - The User shall refrain from using the Platform and its content for illicit or illegal purposes. The User undertakes, in particular to not: (i) lease, sell, sub-license, assign, grant access to or otherwise transfer the Platform nor its content (in particular the Software and the Agents) and/or the Documentation to any third party for any purpose whatsoever, including for evaluation or testing purposes; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Platforms, in whole or in part; (iii) attempt to re-identify, by any way whatsoever, the data subjects from which the Data may come or to investigate the origins of populations and/or make research ancestors ; (iv) represent that the Outputs has been generated by a human being while this not the case; (v) use the Outputs to generate any technology that competes with all/or part of the Platform.
5.5 - The User is solely responsible for the Inputs and any information provided to Owkin and/or the Platform. The User may not provide or make available on the Platform in any manner whatsoever any Inputs, feedback or any other information or content that is (i) false, inaccurate, not up-to-date or incomplete; (ii) offensive, defamatory, violent, illegal, obscure or contrary to public order, to morality or to Owkin’s or its affiliates’ interests or in breach of Applicable Laws and Regulations; (iii) directly or indirectly identifying a data subject in particular a patient and/or a participant to a research involving human beings.
5.6 - If the User were to find that it has access to Data or Outputs, while using the Platform, that can be directly attributed to a specific data subject, it will immediately (i) stop accessing such Data or Outputs; and (ii) within a delay which shall not exceed twenty-four (24) hours notify Owkin by email to [email protected] adding [email protected] in copy.
5.7 - The User shall not damage, interfere with or disrupt the Platform, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations Owkin puts in the Platform, including for example overloading the Platform, introducing viruses or malware, spamming or DDoSing Services.
5.8 - The User undertakes to provide regular feedback on his or her use of the Platform, which may include ideas, suggestions for improvement and ratings requested by Owkin on the Platform through Thumbs Up or Thumbs Down or through discussions with the support team (“Feedback”), to help Owkin improve the Platform as stated in Section 6.4. Access to the Platform is conditional upon the provision of the User’s Feedback, which may be used or not by Owkin, and - in any case - shall never be conditioned to any further obligation or payment in return.
6 - Intellectual Property
6.1 - Owkin Proprietary Knowledge
6.1.1 – As the owner and/or guardian of the Owkin Proprietary Knowledge, Owkin guarantees that it can grant access to the Platform in the Territory and for the intended purpose of the Platform.
6.1.2 - Owkin Proprietary Knowledge is and remains wholly owned or controlled by Owkin. Any improvement of Owkin Proprietary Knowledge, its associated content and all Intellectual Property Rights attached thereto (including their previous, current and future developments, updates and versions) is and remains owned or controlled by Owkin. The User’s right to access and use the Platform granted under these Terms does not entail any transfer and/or assignment of any Intellectual Property Right attached to the Owkin Proprietary Knowledge.
6.1.3 - The User acknowledges that Owkin may freely use any information related to the use of Owkin Proprietary Knowledge that it receives as Feedback from the User. The User shall refrain from claiming any IPRs, to said Feedback, or to any development or improvement that Owkin and/or its affiliates could make in connection with User’s Feedback either during or after the term of the Access Period.
6.1.4 - The User shall (i) respect Owkin’ IPRs; (ii) refrain from directly or indirectly infringing Owkin’s ownership rights, title and interest to Owkin Proprietary Knowledge and any IPRs attached thereto, in any manner and by any means whatsoever; and (iii) not delete or alter the copyright and/or proprietary notice appearing on the Platform, its content and any Documentation of any type on which this notice features.
6.1.5 - Except as expressly provided in the Article 6.3.4, the User is not allowed to use the name, trademark and logo of Owkin (including K-Pro Free and/or K Pro name(s), trademark(s) and logo(s)).
6.2 - Inputs
6.2.1 - The User is and remains the owner and/or guardian of any content that he or she provided on the Platform, including Inputs.
6.2.2 - The User grants Owkin a worldwide, non-exclusive, transferable, sub-licensable, free of charge licence to use, reproduce, represent and exploit the Inputs for the improvement of Owkin Proprietary Knowledge, the Platform, the Documentation and any other services or products of Owkin or its affiliated companies, perpetually or where applicable for the duration of the intellectual property rights.
6.2.3 - The User represents and warrants that it holds all the necessary rights, consents and/or authorizations to provide and use the Inputs on the Platform and grant the rights set forth in Section 6.2.2.
6.2.4 - The Platform is not designed to store User’s or third-parties’ confidential information and Owkin does not guarantee the confidentiality of the Inputs. The User shall not provide his or her confidential information nor the one of his or her employer, as applicable, within Inputs.
6.2.5 - The User is solely responsible for the storage and back up copy of the Inputs, specifically before closing his or her browser. Owkin shall not be held liable for any User’ claims related to the copy and/or transfer of the Inputs.
6.3 - Outputs
6.3.1 - Owkin does not claim any rights, interests, or title on the Outputs which are provided “as is” to the User, with the limitations described in Section 7.2. For clarity, such Outputs may be used by the User, at its sole risk, for internal research purposes only (excluding any Commercial Use). The User grants Owkin with a non-exclusive, worldwide, royalty-free, irrevocable, transferable and sublicensable license to use, reproduce, represent and exploit the Outputs for the improvement of Owkin Proprietary Knowledge, the Platform, the Documentation and any other services or products of Owkin or its affiliated companies, perpetually or where applicable for the duration of the intellectual property rights.
6.3.2 - The User understands and agrees that the Outputs:
may not be accurate and/or not an exact representation of the reality and therefore needs to be independently validated by the User by following the relevant and applicable scientific, ethical and legal practice;
do not reflect Owkin’s opinions, analysis and/or interpretations of the Inputs;
may not be unique and other users may obtain similar Outputs, by using the Platform and/or any similar other platforms and/or tools (if any). Consequently, the User acknowledges that the rights granted over the Outputs, in accordance with the Article 6.3.1, does not extend to the Outputs obtained by other Users or third parties using the Platform and/or any similar other platforms and/or tools (if any).
6.3.3 - The User is solely responsible for the storage and back up copy of the Outputs, specifically before closing his or her browser and/or before the term of the Access Period. Owkin shall not be held liable for any User’ claims related to the copy and/or transfer of the Outputs.
6.3.4 - In consideration for the access to the Platform granted by Owkin to the User, the User undertakes to credit Owkin in any scientific publication referring to the Outputs obtained in connection with the use of the Platform, as follows: “The results <published or shown> here are in whole or part based upon results generated by using K-Pro, a Platform by Owkin”.
6.4 - Feedbacks
6.4.1 - By accepting these Terms, the User grants Owkin with a non-exclusive, worldwide, sublicensable, transferable, royalty-free, and irrevocable license to use, reproduce, represent and exploit his or her Feedback for the improvement of Owkin Proprietary Knowledge, the Platform, the Documentation and any other services or products of Owkin perpetually or for the duration of the applicable intellectual property rights.
7 - Warranties and exclusions
7.1 - The User acknowledges that its use of the Platform is voluntary and will not be subject to any remuneration in any form whatsoever.
7.2 - The Platform, the Documentation, the Data and the Outputs are made available “as is” and Owkin does not provide or make any representation or warranty, either express or implied, including but not limited to (i) quality, fitness or suitability for any particular purpose, including to review and validate the scientific hypothesis of the User; and/or (ii) non-infringement of third parties’ rights; (iii) absence of any errors, defects, design flaws or other problems (iv) accuracy or reliability of the Platform and/or Outputs; (v) uninterrupted, timely or secure provision of the Platform.
7.3 - Owkin shall not be held liable for material damages caused by the Platform and/or the Data to the User and/or any third parties. The User is solely responsible for its use of the Inputs, Platform, Documentation, Data and the Outputs and shall bear all risks associated with this use, including but not limited to: instability, malfunctioning, loss of content and in particular Inputs and Outputs, and other damage or loss.
7.4 - To the fullest extent permitted by Applicable Laws and Regulations, Owkin shall not be held liable to the User for any direct or indirect damage or loss whatsoever (such as commercial or financial damage or operating losses that may affect the User) resulting from (i) any use of, or inability to use, the Platform, the Documentation, the Outputs and the Data or (ii) the use or reliance on any information or results, including Outputs, displayed or available in the Platform. The User shall indemnify and hold harmless Owkin and its affiliates, and their personnel, agents and representatives, and successors and permitted assigns, against any and all third party claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from (i) negligence or wilful misconduct in connection with these Terms, or (ii) a breach of these Terms, each by the User and, when its legal person, its affiliates, personnel, agents or representatives.
7.5 - Owkin shall not be held liable in the event of legal proceedings initiated by third parties against the User due to the illicit or illegal use of the Platform, the Documentation, the Data, the Inputs and the Outputs.
7.6 - Nothing in these Terms limits or excludes any other warranty or liability that cannot be limited or excluded under Applicable Laws or Regulation, or death or personal injury caused by negligence.
8 - Export control
The User may not export or provide access to the Platform to persons or entities or into countries or for uses where it is prohibited under U.S., European Union Law, Applicable Laws or Regulations or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US, and/or the European Union or into such a country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions and/or European Union sanctions.
9 - Transparency
The User is not obligated, directly or indirectly, to prescribe, purchase or recommend the prescription or the purchase of any products manufactured or distributed by any of the entities of Owkin, or to make any referrals of patients to such entities, to otherwise generate purchases for or direct any purchasers to such entities. The access rights to the Platform granted to the User is not intended to compensate the User for past, present, or future prescriptions, referrals or recommendations of Owkin products.
10 - Term and termination
10.1 – You have the right to access and use the Platform from the Effective Date to the termination of the Terms pursuant to Sections 10.2 and 10.3. You may also choose to terminate the application of the Terms at any time by ceasing to access and use the Platform and requesting the deletion of your account by sending a request to [email protected]. The Terms will apply to you until the complete deletion of your account by Owkin.
If your employer is interested in the premium version of Owkin’s Platform: K Pro, please contact us by email.
10.2 - Owkin reserves the right to suspend or terminate the Platform and/or any of its features, at any time, without having to bring the case before the competent court, at Owkin’s discretion, without any justification, nor prior notice.
10.3 In case of suspected or actual breach to these Terms by the User, Owkin reserves the right to immediately, without prior notice, without having to bring the case before the competent court: (i) delete any breaching content, including Inputs or Outputs ; (ii) suspend or restrict access to the Platform, in total or in part; and (iii) suspend or cancel the User account at its own discretion; without prejudice of any other damages Owkin may claim.
10.4 In case of termination, the User account will be deactivated and archived for a duration necessary for the applicable statute of limitations, if needed, for evidence purposes, and the applicable legal retention periods. The Inputs and Outputs are not stored into the User account and will not be provided to the User at the end of the Terms; it is the User’s sole responsibility to ensure that such Inputs and Outputs are regularly saved by the User following their generation.
11 - Personal data protection
11.1 - The Privacy Policy available here explains how Owkin is processing personal data of the User in connection with their access and use of the Platform. The Cookies Policy available here explains how and for which purposes the Platform may include technical devices (cookies or other tracking technologies) that allows sending to Owkin and its processors information about the use and navigation of the User. The Privacy Policy and Cookies Policy can be updated from time to time and do not form part of these Terms.
11.2 Owkin and the User recognize that they have full and entire knowledge of the obligations under the regulation applicable to personal data provided under any provision of a legislative or regulatory, European or national nature, resulting in particular from Regulation 2016/679/EU of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data as well as any other regulations applicable in this field that may be added to or subsequently replaced by it ("Personal Data Regulation"), that may be applicable to them, in their respective capacity as independent data controllers. To the extent that the Personal Data Regulation would be applicable, Owkin is the data controller of the personal data processing of the User’s personal data of the Platform, including the contact details and any information resulting, automatically or not, from the use and navigation on the Platform of the User. The Data does not include personal data relating to EU data subjects. In this regard, each Party shall take, for its own processing activities, any appropriate measures to ensure the compliance with this Regulation. To the extent that personal data transfers should occur, these Terms incorporate the European Commission Standard Contractual Clauses as made available by the European Commission on its website in a non-modifiable form available here: Standard Contractual Clauses, and completed as set forth in Annex C (the “Clauses”).
12 - General provisions
12.1 - Changes to the Terms. Owkin reserves the right to make changes to these Terms at any time. Any change will come into force at the time of new Terms availability on Owkin or the Platform dedicated websites. Owkin advises the User to consult frequently such websites to be informed on the new Terms. If the User disagrees with the new Terms, User shall stop using the Platform.
12.2 - Assignment. The User shall not assign all or part of the Terms to a third party without the prior written consent of Owkin. However, Owkin may assign these Terms to its affiliates and/or any third party, notably in the event of a change of control of Owkin and/or its affiliates.
12.3 - Force majeure. Owkin may not be held liable for any failure or delay in the performance of their obligations under these Terms and Conditions resulting from circumstances that are unforeseeable, beyond its reasonable control, and which cannot be overcome despite its reasonable endeavors (“Force Majeure Event”). However, under such circumstances, Owkin undertakes to notify the Force Majeure Event to the User as soon as possible.
12.4 - Independence of the parties. The parties acknowledge and agree that they may not under any circumstances make a commitment in the name of and/or on behalf of one another. Under no circumstances shall these Terms be interpreted as creating a binding relationship or de facto partnership between the parties, each of which shall be considered an independent co-contractor.
12.5 - Relations between the parties. The parties acknowledge and accept that their collaboration can in no case be considered as a de facto company, a joint venture, or any other situation entailing a representation of reciprocity or solidarity towards their respective creditors.
12.6 - Entire agreement. These Terms express the entirety of the obligations of the parties and supersedes any previous agreement between the parties relating to the subject matter hereof.
12.7 - Non-waiver. If, in the event of a breach by either party of its obligations under the Terms, the non-defaulting Party does not waive its rights resulting from said breach. In no event, the failure to exercise its rights shall be construed as a waiver of the exercise of said rights, either in the future, or in the event of a similar breach by the defaulting party of its obligations under the Terms.
12.8 - Severability. If any provision of the Terms is held to be invalid or unenforceable pursuant to a prevailing rule of law or a final court decision, the provision shall be either amended to render it valid or deemed removed, without this leading to the invalidity of these Terms or affecting the validity of its other provisions, which shall retain their full force and scope, provided that the balance of these Terms remains unaltered.
12.9 - Applicable law, dispute resolution. These Terms are subject to the laws of the State of New York. In the event of a dispute relating to the interpretation, performance or validity of the Terms, express jurisdiction is attributed to the competent court within the jurisdiction of the State of New York.
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Annex A: List of Public and Non-Public Datasets
The list of Public and Non-Public Datasets currently available in the K-Pro Platform, along with their respective licenses and versions, is available here.
Annex B: Territories where the access and use of the Platform is allowed
Any country except for the countries subject to sanctions and/or restrictions notably in application of the Export Control laws and regulations.
Without limiting the foregoing, the access and use of the Platform is formally prohibited in the following countries: Afghanistan, Yemen, Mali, Syria, Somalia, Central African Republic, South Sudan, Libya, Bangladesh, North Korea, Russia, Iran, Egypt, China, Belarus, Indonesia, Taiwan.
Annex C – Standard Contractual Clauses
In the event the User is based in the EU, Owkin and the User agree that these Clauses apply to them as such, depending on the scope that relates to them and for the purposes of the Clauses, the following specific terms have been agreed.
The Parties to these Clauses are Owkin as the importer and data controller (DPO contact details: [email protected]) and the User as the exporter and the data controller (with the relevant details of both parties as set out in the Terms) (Appendix I of the Clauses).
These Clauses are signed by the Parties on the Effective Date and as part of their acceptance of the Terms (Appendix I of the Clauses).
The Clauses apply with respect to the data transfer outside the EU for the activities of providing the Platform to the User, and covering the following transfer (Appendix I of the Clauses):
Data subjects: User.
Data Categories: User identification and contact details as well as professional information, usage and navigation data.
Duration of the transfer: for the entire duration of the Terms and for the duration identified in Owkin’s Privacy Policy following the Terms.
Nature of the transfer: use, management, transmission and storage.
Purpose of the transfer: performance of the Terms.
Data retention periods: until the end of contractual relationship under the Terms and, if necessary, archived for the applicable prescription period.
The technical and organizational measures implemented by the data importer are described in the Terms (Appendix II of the Clauses).
The nature of the data transfer outside the EU is a transfer Controller to Controller (Module 1).
Owkin and the User agree to opt-out of the “Docking clause” (Clause 7).
For the purposes of Redress (Clause 11), the Parties do not agree to the option proposed in the second paragraph of Clause 11(a).
For Supervision (Clause 13), the competent supervisory authority is the Data Protection Authority of the country where the data exporter is established.
For Governing Law (Clause 17), the Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law of the country where the data exporter is established.
For the Choice of forum and jurisdiction (Clause 18), any dispute arising from these Clauses shall be resolved by the courts of the country where the data exporter is established.
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