Quaesia Database License Agreement

This License Agreement (the "Agreement") is effective upon the Licensee's acceptance and payment and governs the use of the Quaesia Database.

Parties:

• The Licensor: Quaesia, a French sole proprietorship, registered at 9 Rue Simon Nora, 38000 Grenoble, France (SIREN 833 477 961).
• The Licensee: You, the individual or entity purchasing this license.

Article 1 – Database Description and Third-Party Rights

1.1. The Database. The Quaesia Database (the "Database") is a curated collection of annotations on biomedical literature derived from PubMed, focusing on biomedical entities and the relationships between them.

1.2. Third-Party Rights. The Licensee acknowledges that the Database is built upon or incorporates content subject to various third-party and open-source licenses (including, but not limited to PubMed, MeSH, MongoDB, BM25s, nodevectors.). The Licensee undertakes to comply with all such underlying licenses.

1.3. Licensor's Rights. The Licensor reserves the right, at any time and without prior notice, to:

• Modify or update the data disclosed.
• Disclose additional data.
• Suspend or permanently discontinue access to the Database.

Any change significantly affecting the Licensee’s current access rights will be notified by email.

Article 2 – Grant of License and Scope of Use

2.1. License Grant

Subject to the payment of the applicable annual fee (Article 4), the Licensor grants the Licensee a non-exclusive, non-transferable, and revocable right to use the Database for a term of one (1) year.

2.2. Permitted Users

The Licensee may be any entity, including an individual, academic institution, nonprofit or for-profit research body, or corporation, provided that the appropriate fee category is selected.

2.3. Scope of Use

The Licensee's right to use the Database is strictly limited to internal use only by its direct employees, within the organization that purchased the license. This includes the right to download the Database and its updates during the one-year term.

2.4. Prohibitions

The Licensee shall not perform, or allow any third party to perform, the following actions:

• Distribution: Sell, transfer, rent, sublicense, loan, or otherwise make the Database or its contents available to any third party, including subsidiaries, affiliates, clients, or partners.
• Reverse Engineering: Reverse engineer, decompile, or disassemble the Database, unless express written authorization is provided by the Licensor.

2.5. Intellectual Property

All intellectual property rights, including copyrights, database rights, and trademarks related to the Database, remain the exclusive property of the Licensor. No intellectual property rights are transferred to the Licensee beyond the limited use rights granted herein.

2.6. Access

Access to the Database will be provided via an Internet link upon registration, acceptance of this Agreement, and receipt of the license fee. The Licensee is solely responsible for connection and data transmission costs.

Article 3 – Term, Termination, and Assignment

3.1. Term.

This Agreement takes effect upon the Licensor’s receipt of the license fee and remains valid for one (1) year.

3.2. Termination.

The Agreement shall automatically expire at the end of its one-year term. The Licensor may terminate the Agreement immediately upon written notice if the Licensee breaches any provision herein.

3.3. Consequences of Termination.

Upon expiration or termination, the Licensee immediately loses all rights of access and download.

3.4. Non-Assignment.

The rights granted hereunder may not be assigned, sublicensed, or otherwise transferred by the Licensee without the Licensor's prior written consent.

Article 4 – Fees and Compliance

4.1. Annual Fees

In consideration for the one-year license to the Database and updates, the Licensee shall pay the annual fee corresponding to their organizational category:

Organization Type	Employee Size	Annual Fee (EUR)
Nonprofit	All sizes	€200
Company or for-profit structure	<10 employees	€300
	10 to 100 employees	€600
	100 to 250 employees	€1,000
	>250 employees	€2,500

4.2. Fee Verification

Access is granted upon proof of payment. The Licensor reserves the right to verify the Licensee’s declared size and category. Inaccurate declarations may result in an adjustment of fees to the correct category or immediate suspension of the license.

4.3. Unauthorized Use

Unauthorized use of the Database may result in immediate suspension of the license and legal action.

Article 5 – Warranty Disclaimer and Liability Limitation

5.1. Warranty Disclaimer.

The Database is provided "as is" and for informational purposes only. The Licensor disclaims all warranties, express or implied, including but not limited to warranties of accuracy, completeness, performance, or fitness for a particular purpose. * The Licensor does not guarantee uninterrupted or error-free access, nor the correction of any defects.

5.2. Liability Limitation.

The Licensor shall not be liable for any business decisions or damages arising from the use of the Database. The entire risk arising from the use of the Database is borne solely by the Licensee.

5.3. Exclusion of Damages.

In no event shall the Licensor be liable for any indirect, incidental, or consequential damages (including, but not limited to, loss of profit, loss of data, or business interruption), even if advised of the possibility of such damages.

Article 6 – Citation and Public Use

The Licensee agrees to cite the Database in any public report, publication, or presentation of results as follows: "www.quaesia.com"

Article 7 – Miscellaneous Provisions

7.1. Entire Agreement.

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements or arrangements.

7.2. Waiver.

Failure by the Licensor to enforce any provision herein shall not be deemed a waiver of that provision or any other right.

7.3. Severability.

If any provision of this Agreement is held to be invalid, the remainder of the Agreement shall remain enforceable.

7.4. Data Protection.

The Licensee acknowledges that certain personal data may be collected during registration to enable access to the Database. Quaesia undertakes to process personal data in compliance with the EU General Data Protection Regulation (GDPR). Personal data handling is governed by the separate Quaesia Privacy Policy.

7.5. Dispute Resolution.

Any dispute relating to the interpretation or performance of this Agreement shall first be subject to an attempt at amicable settlement between the parties for a period of thirty (30) days. Failing amicable resolution, the dispute shall be governed by French law and subject to the exclusive jurisdiction of the French courts.