Terms and Conditions for Use of Seegene OneSystem R&D Portal Platform
Chapter 1: General Provisions
Article 1 (Purpose)
These Terms and Conditions for Use of Seegene OneSystem R&D Portal Platform (“Terms”) define the terms of use, rights, obligations, and responsibilities between Seegene, Inc. (“Seegene”), the provider of this Seegene OneSystem R&D Portal Platform (hereinafter referred to as the “Portal Service” as more fully defined below), and each user (“User” as more fully defined below) who utilizes the Portal Service.
By accepting these Terms, a User hereby acknowledges and agrees that EACH USER ELIGIBLE TO ACCESS AND USE THE PORTAL SERVICE IS STRICTLY LIMITED TO THOSE DEFINED AS “AUTHORIZED USER(S)” UNDER THE LICENSE AGREEMENT (AS DEFINED BELOW) EXECUTED BETWEEN SEEGENE AND THE NEWCO (AS DEFINED BELOW) AS PART OF SEEGENE’S TECHNOLOGY SHARING INITIATIVE.
Article 2 (Definitions)
“Portal Service” refers to the integrated platform for reagent development provided by Seegene, accessible via a web-based account.
“License Agreement” refers to a separate agreement entered into between Seegene and the applicable NewCo, which outlines the terms under which NewCo may use Seegene’s intellectual property such as, for example, the Portal Service, including scope, duration, royalties, restrictions, and ownership of improvements, modifications, and other outputs.
“NewCo” means an organization that has obtained eligibility to use the Portal Service as part of Seegene’s Technology Sharing Initiative.
“User” means an Authorized User as defined in the License Agreement who has agreed to these Terms and has been granted access to the Portal Service by Seegene.
“Personal Information” refers to any information that can identify a User, including name, email address, affiliated institution, department, and position, which is collected and processed for membership registration and service provision of the Portal Service.
“Confidential Information” refers to all non-public technical materials and information provided directly or indirectly by Seegene during the operation of the Portal Service, including configuration files, executable files, and technical specifications.
Article 3 (Effectiveness and Amendment of the Terms and Conditions)
These Terms shall become effective upon being posted or notified through the Portal Service.
Seegene may amend these Terms, at its sole discretion, to the extent that such amendments do not violate applicable laws and regulations. In the event of an amendment, Seegene shall specify the effective date and the reason for the amendment, and shall notify Users by posting the amended Terms together with the current Terms in the Portal Service’s notice section and via login alerts, starting 14 days prior to the effective date of the amended Terms.
If the amendment is disadvantageous to the User, Seegene shall notify Users at least 30 days prior to the effective date through both the Portal Service and email notifications sent to the email address registered at the time of membership registration. In such cases, Users must explicitly agree to the amended Terms through a designated consent procedure when using the Portal Service.
If a User does not agree to the amended Terms, such User’s access to the Portal Service will be restricted from the effective date of the amendment, and the User may apply for termination, withdrawal, or cancellation of the Portal Service.
Chapter 2: Use of Services
Article 4 (Membership Registration and Eligibility)
To use the Portal Service, the following procedures must be followed: a. The NewCo must submit to Seegene a list of the applicants to be registered as Users in accordance with the License Agreement; and b. Among those listed as applicants, Seegene approves all or some of the applicants to be registered as Users, and either (i) the NewCo or (ii) Seegene sends an invitation link to each such approved applicant for membership registration.
A User who wishes to use the Portal Service must agree to these Terms and related consent forms, and apply for membership in accordance with the registration procedures set by Seegene.
In principle, Seegene will approve membership applications made in accordance with Articles 4(1) and 4(2) of the Terms. However, Seegene may refuse or withhold approval in any of the following cases: a. If the application is made under a false name or by impersonating another person (e.g., using another person’s name, email, etc.) b. If the applicant does not meet the eligibility criteria set by Seegene c. If the membership of the applicant has previously been terminated by Seegene under Article 5(4) of the Terms d. there is insufficient system capacity or technical/operational difficulties
Upon Seegene’s approval for User’s membership application, the User will be eligible to use the Portal Service in accordance with the Terms.
If a User registers using another person’s identity (name, email, etc.), all such information will be deleted, and such User’s access to the Portal Service will be terminated in accordance with Article 5. Such conduct may also be subject to legal penalties under applicable laws.
Article 5 (Termination of Service Use and Dormancy Conversion)
A User who no longer wishes to use the Portal Service may terminate (or withdraw from) these Terms by following the procedures set by Seegene. Upon User’s termination or withdrawal, Seegene will delete such User’s Personal Information unless Seegene is required to retain such Personal Information in accordance with applicable laws and its Privacy Notice.
If a User requests for termination/withdrawal, Seegene will process such request without undue delay unless there are special circumstances. Upon completion of the termination/withdrawal process, the User’s right to use the Portal Service shall be terminated immediately.
Even after termination/withdrawal, Seegene may retain Personal Information and membership data for a certain period in accordance with applicable laws and Privacy Notice. Such retained information shall not be accessed or used for purposes other than those stipulated by such laws and Privacy Notice.
Seegene may terminate or revoke the provision of the Portal Service in any of the following cases: a. The User loses the qualification of being affiliated with NewCo, which was required at the time of registration; b. The User no longer meets the eligibility criteria set by Seegene; c. NewCo, to which the User is affiliated, requests the termination (withdrawal) of the User’s access to the Portal Service; d. The User violates any provision(s) set forth in Article 12 (User’s Obligations) or any other provision of the Terms; or e. Either the License Agreement or any other agreement relating to the Portal Service between Seegene and the applicable NewCo is terminated or expired.
If Seegene decides to terminate or revoke the provision of the Portal Service applicable to a User, Seegene will immediately notify such User via email to the email address provided by such User or the applicable NewCo at the time of membership registration.
A User may file an objection with Seegene within 30 days of receiving the termination notice under the above Article 5(5). If Seegene deems the objection valid, the User’s membership will be maintained.
If a User does not access to the Portal Service for one year or more, Seegene will proceed with dormancy conversion, deletion, or re-consent procedures in accordance with the Privacy Notice.
A User who has withdrawn may re-register using the same email address, but a new account will be created. Previous account settings, permissions, and linked information will not be restored. However, any information retained under applicable laws will be handled in accordance with those laws.
Article 6 (Provision of Portal Service)
Seegene provides a web-based integrated platform service to support Users in their reagent research and development activities.
The Portal Service is available 24/7 year-round in principle, except for interruptions due to system maintenance and other reasons, which are governed by Article 8 (Suspension and Restriction to Portal Service).
Specific service features and usage instructions shall be provided within the Portal Service or through separate guides.
Users may use the Portal Service only within the scope defined by these Terms as well as the License Agreement.
Article 7 (Changes to Portal Service)
Seegene may change or modify all or part of the Portal Service due to operational or technical needs.
Except for urgent matters such as bug fixes, if the Portal Service is changed, modified or discontinued pursuant to this Article, Seegene will notify Users by posting the details on the Portal Service at least 14 days prior to the effective date of such changes.
Article 8 (Suspension and Restriction to Portal Service)
Seegene may suspend the provision of Portal Service, in whole or in part, in any of the following cases, and will resume service once the cause is resolved: a. When unavoidable due to maintenance or repair of equipment; b. When a telecommunications service provider suspends its services; c. In the event of war, emergency, natural disaster, or a comparable national crisis, or when such events are likely to occur, and in cases of enactment or amendment of relevant laws, administrative orders from supervisory authorities, other unavoidable circumstances or other force majeure events; d. If Seegene receives a notice of infringement claim of a third party’s intellectual property right; or e. If Seegene determines that the provision of Portal Service may violate or has violated any applicable law or regulation.
If the Portal Service is suspended pursuant to this Article, Seegene will notify Users through the Portal Service whenever possible. In cases of emergency suspension, Seegene shall notify Users without delay via its website, email, or other appropriate means.
Seegene may restrict the provision of the Portal Service to conduct regular or emergency maintenance. Regular maintenance schedules will be announced in advance through the Portal Service, and emergency maintenance will be announced immediately after the relevant emergency situation arises.
Regular maintenance times are based on Korea Standard Time (KST), and advance notice will be provided with consideration for overseas Users.
In the event of emergency maintenance or Portal Service suspension, Seegene will make reasonable efforts to provide notice as promptly as possible considering time zone differences.
Chapter 3: Data Protection and Privacy
Article 9 (Protection of Personal Information)
Specific items of Personal Information to be collected, purposes of processing, and retention periods are governed by a separate Privacy Notice.
Article 10 (Processing of Service Usage Statistics)
Seegene may anonymize the records of User’s Portal Service usage and utilize them as statistical data to ensure smooth service operation. All intellectual property rights to the processed statistical data shall belong to Seegene.
Chapter 4: Rights and Obligations
Article 11 (Seegene’s Obligations)
Seegene shall not engage in any acts prohibited by these Terms, operational policies, or applicable laws, nor that disrupt fair business practices. Seegene will make its best efforts to provide continuous and stable services in accordance with these Terms and the operational policies.
Seegene will protect Personal Information and make its best efforts to maintain security so that Users can use the Portal Service safely.
Seegene will treat Users’ research data as confidential and will manage access to such data in a way that only the minimum number of Seegene personnel necessary for business operations can access to it.
Article 12 (User’s Obligations)
A User must comply with the provisions of these Terms, terms and conditions set forth in the License Agreement, and applicable laws.
Users must not engage in, nor cause third parties to engage in, any of the following acts: a. Any act that may cause disruption or suspension of the Portal Service; b. Infringement of intellectual property rights, personality rights, or any other rights of Seegene or third parties; c. Use of the Portal Service for purposes other than its intended use or by improper means; d. Use of the Portal Service to gain financial benefits for oneself or others, or to cause harm to others; e. Lending, transferring, or granting access to one’s Portal Service account to another person or entity; f. Misappropriation or unauthorized use of another person’s personal information; g. Circumvention or disabling of technical protection measures related to the Portal Service; h. Provision, disclosure, reproduction, modification, display, transmission, distribution, sale or broadcasting of Confidential Information or any information, materials, or data obtained through the Portal Service to third parties without prior written approval from Seegene; and i. Any other acts prohibited by Seegene’s guidelines, applicable laws, public order, or good morals.
Article 13 (Intellectual Property Rights)
All materials and information included in the Portal Service or provided directly or indirectly by Seegene during the operation of the Portal Service or through the Portal Service, including but not limited to underlying technology, documentation, Confidential Information and reagent development tools, (collectively, “Seegene Materials”), as well as the Portal Service are and shall remain the sole property of Seegene. All intellectual property rights—including, but not limited to, patents, utility models, knowhow, trade secrets, design rights, trademarks, and copyrights—related to Seegene Materials or the Portal Service shall belong to Seegene. No rights are granted to the User except as expressly set forth herein.
Each User hereby agrees to use the Portal Service and Seegene Materials solely within the scope granted to the applicable NewCo under, and in accordance with the terms and conditions set forth in, the License Agreement.
The User acknowledges and agrees that any and all improvements, modifications, enhancements, adaptations, developments, derivative works, data and any other outputs (and any and all intellectual property rights protecting the foregoing) (collectively, “Outputs”) created, made, developed, discovered, conceived, acquired, or initially reduced to practice by the User in connection with the use of the Portal Service and/or Seegene Materials shall be deemed to have been created by or on behalf of the applicable NewCo. Accordingly, the ownership and/or licensing of such Outputs shall be governed and determined solely by and in accordance with the terms of the License Agreement.
The User expressly waives any claim to ownership or rights in any Outputs and agrees that all such ownership and rights shall be determined in accordance with the License Agreement. The User further agrees to take all actions reasonably requested by Seegene or the applicable NewCo to effectuate the intent of this provision, including the execution of any documents necessary to assign or confirm rights in such Outputs.
The User acknowledges that they have been informed of the existence of the License Agreement and agrees to be bound by the terms and conditions thereof to the extent applicable to their use of the Portal Service, Seegene Materials and any resulting Outputs.
Users shall not use the Portal Service and Seegene Materials for any purpose other than the permitted purpose set forth in the License Agreement, nor shall they provide or transfer such Portal Service and/or Seegene Materials to third parties.
Article 14 (Confidential Information)
Technical materials and information provided to Users through the Portal Service—such as algorithm files, executable files, and configuration files—that contain Seegene’s proprietary technical information shall be deemed Seegene’s Confidential Information.
A User shall be obligated to maintain confidentiality and handle Confidential Information in accordance with the internal policies or agreements between the applicable NewCo and the User, and in compliance with the confidentiality provisions of the License Agreement.
Upon termination of or withdrawal from these Terms, the User shall promptly return to Seegene, or delete or destroy, all Confidential Information in their possession or control and all records, documents and copies in their possession or control containing or reflecting any Confidential Information.
Chapter 5: Liability and Disclaimer
Article 15 (Liability for Damages)
If a User causes damage to Seegene in violation of any of these Terms, the User shall be liable for all damages incurred by Seegene.
If a User causes damage to a third party while using the Portal Service, the User shall be liable for all damages incurred by such third party; provided, however, that if the User can prove that such damage is partially attributable to Seegene’s fault in connection with the Portal Service, Seegene shall also be liable in proportion to its degree of fault.
Article 16 (Disclaimer)
A User hereby acknowledges and agrees that the use of the Portal Service is at User’s own risk and responsibility.
EXCEPT AS PROVIDED IN THESE TERMS, SEEGENE DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF, ERROR-FREE OPERATION, UNINTERRUPTED AVAILABILITY ON A 24/7 BASIS, ACCURACY, STABILITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE USER ACKNOWLEDGES THAT THE USER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SEEGENE, OR ANY OTHER PERSON ON SEEGENE’S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN ARTICLE 11(1) OF THESE TERMS.
Seegene will implement security measures to ensure service stability. Users are encouraged to take additional backup measures for important data.
Users are responsible for managing their own account information, and shall be liable for any account misuse or theft resulting from the User’s own negligence.
To the extent permitted under applicable laws, unless caused by Seegene’s willful misconduct or gross negligence, Seegene shall not be liable for damages arising from: a. Acts of God or other force majeure events. b. Network failures beyond Seegene’s control. c. Disputes between Users or between Users and third parties.
Article 17 (Limitation of Liability)
IN NO EVENT SHALL SEEGENE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, AND STRICT TORT OF ANY OTHER LEGAL THEORY.
Chapter 6: Miscellaneous
Article 18 (Governing Law and Dispute Resolution)
These Terms shall be governed by the laws of the Republic of Korea, without application of its conflicts of laws principles.
Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity, or enforceability thereof, shall be finally resolved by arbitration. The arbitration shall be conducted by three (3) arbitrators, in accordance with the international arbitration rules of the Korean Commercial Arbitration Board (KCAB) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The arbitrators shall award to the prevailing party its costs and expenses of the arbitration, including its reasonable legal fees and other costs of legal representation, as determined by the arbitrators. The seat of the arbitration shall be Seoul, Korea, and it shall be conducted in the English language. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.
Article 19 (Notices)
When Seegene provides notifications to Users, it may do so via email to the email address registered during membership registration or by posting the notice on the Portal Service’s announcement board, which shall be deemed as individual notification.
Article 20 (Partial Invalidity)
Even if any provision of these Terms is deemed invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions. Any provision found to be invalid, unlawful, or otherwise unenforceable shall, to the extent possible, be replaced with a valid, lawful, and enforceable provision that most closely reflects the original intent and purpose of the invalid provision, even if the parties do not take separate action to do so.
Addendum
These Terms shall take effect from October 1, 2025.