Terms of Use

Introduction

Welcome to Hypherdata, a cutting-edge reverse data auction platform designed to facilitate the procurement of real-world data sets. Our platform connects data consumers, such as pharmaceutical companies, researchers, and start-ups, with data providers, including private hospitals, clinics, public healthcare providers, and other health data entities.

References to “You” or “User” in these Terms of Use apply to you as an individual or a team that is a part of an entity that you represent on the Platform. All representatives participating in data transactions must comply with these Terms of Use.
These Terms of Use constitute an agreement between you and Hypherdata, a trading name of ScientiCore s.r.o, company registration number 53 495 721, with registered seat at Pekarska 160/14, Trnava, Trnava 91 701, Slovakia (“Hypherdata,” “we,” or “us“) and our affiliates.
By registering on the Platform, you confirm that you have read, understand, and agree to these Terms of Use. Any new features or services that are added shall be also subject to the Terms of Use. Review these Terms periodically to stay informed of any updates.

Definitions

  1. Platform: Refers to the online marketplace and associated services provided by Hypherdata.
  2. Organization: Rrefers to the overarching legal entity, such as a corporation, partnership, or other business entity, that provides an umbrella structure on the Hypherdata platform. The Organization itself does not have direct members; instead, it encompasses various ‘’Teams’’ that operate under its umbrella. The Organization provides the framework within which its Teams function on the platform.
  3. Team: Refers to a group of individuals within an Organization who are granted access to the Hypherdata platform to collaborate on specific projects, Requests, or Offerings. The Team, which may also be a subsidiary of the Organization, is responsible for ensuring that all its members comply with the platform’s Terms of Use. Teams operate independently under the Organization’s umbrella, managing data procurement processes, interacting with stakeholders, and executing deals while adhering to the defined roles and permissions within the Platform.
  4. Data Consumer: a team that submits requests for data sets to support RWE & R&D studies.
  5. Data Provider: a team that offers data sets to support RWE and R&D studies and participates in the bidding process.
  6. Request: A formal submission by a Data Consumer seeking specific data sets.
  7. Offering: A listing by a Data Provider detailing available data sets for consideration by Data Consumers.
  8. Match: An alignment between a Request and an Offering, leading to potential bidding.
  9. Bid: A preliminary proposal submitted by a Data Provider, including price and time estimates for fulfilling a Data Consumer’s Request.
  10. Deal: The negotiation, agreement, and data delivery phase following a successful Bid.
  11. Contracts: In most cases, Hypherdata utilizes standard binding agreements (MSA and SOW) formalized between all parties after a consensus is reached and the data is ready to be delivered. In most cases, this approach ensures a consistent and efficient contracting process while allowing customization to address each project’s unique aspects.
  12. Deliverable: The final data sets provided by the Data Provider, as specified in the Contract.
  13. Sample: A subset of data provided by the Data Provider for review by the Data Consumer before full delivery.
  14. Project Quote: A detailed cost estimate that must be approved before a Contract is signed.
  15. Reverse Bidding: A process where Data Providers submit competitive bids in response to a Data Consumer’s Request, driving prices down.
  16. Broker (Hypherdata): Hypherdata serves as a neutral intermediary, overseeing the entire process of data procurement from start to finish. In most cases, Hypherdata acts as the licensor of data, acquiring the necessary rights from Data Providers and then sublicensing the data to Data Consumers (end users). As a broker, Hypherdata facilitates interactions between Data Consumers and Data Providers, ensuring transparency, fairness, and compliance with all terms and conditions. From the initial submission of Requests and Offerings, through the reverse bidding process, to the finalization of Deals and Contracts, Hypherdata manages and monitors each stage to ensure smooth execution. 
  17. Hypherdata Fee: The Hypherdata Fee is a non-refundable service charge that Data Consumers are required to pay in order to access and utilize the platform’s features, including the reverse data auction process, project set-up, delivery, and ongoing project support provided by Hypherdata. This fee is payable before a Request can be published and the bidding process can begin. The fee structure is designed to be transparent and competitive, reflecting the value added by Hypherdata’s services in managing and overseeing the entire transaction process.


Platform Features

  1. Bidding: Our reverse bidding system allows Data Providers to submit competitive bids in response to Data Consumer Requests. Bidding is intended to drive down costs for Data Consumers while ensuring Data Providers have a fair opportunity to win contracts.
  2. Data Study Management: The platform offers tools for Data Consumers to manage data studies, including controlling who within their organization can initiate a data auction, communicate with stakeholders, and access study-related information through customizable user roles and permissions.
  3. Request Management: Data Consumers can submit Requests for data sets. These Requests will be reviewed and, upon payment of the Hypherdata fee, published for reverse bidding by Data Providers.
  4. Offering Management: Data Providers can list and manage their data sets, which are matched with relevant Requests. Offerings can be edited before publication and then made available for matchmaking.

 

User Registration

To access our platform, Data Consumers and Data Providers must create an account. By registering, you agree to provide accurate and up-to-date information and to maintain the security of your account credentials.

Mutual Non-Disclosure 

For the purpose of these Terms of Use, “Confidential Information” shall mean any information disclosed by either Party (the “Disclosing Party”) to the other (the “Receiving Party”) of which the Receiving Party knows or must reasonably assume that it is confidential, sensitive and/or proprietary to the Disclosing Party, taking into consideration the nature of the information, the circumstances under which it is disclosed and the industry in which the Disclosing Party conducts business. “Confidential Information” shall include, without limitation, the Party’s company or publicly known name; financial, clinical, legal, or operational information; information about the Disclosing Party’s products or services, pricing, research and development operations, clients, know-how, intellectual property, trade secrets; protocols and protocol synopses, processes, proposed processes, templates, formulae, and similar information. This Agreement applies to Confidential Information regardless of whether it is recorded and disclosed in writing or any other form and whether it is or can be protected by intellectual property rights.

The Parties agree that each of them shall, as Receiving Party, with respect to Confidential Information received from the Disclosing Party:

  1. Receive and hold all Confidential Information in strict confidence;
  2. Use Confidential Information only for providing the Services, except as is explicitly approved otherwise by the Disclosing Party, including and not limited to entering the Deal Room on the Platform, and in particular not use any Confidential Information to the detriment of or to compete with the Disclosing Party;
  3. Not disclose any Confidential Information to any person or entity (other than its own employees, subsidiaries, strategic vendors, or consultants (“Required Disclosures”), without the prior written consent of the Disclosing Party. The Receiving Party shall contractually bind all Required Disclosures by non-disclosure and non-use obligations no less onerous than its own as set forth in this Agreement;
  4. Use its best efforts to safeguard any Confidential Information and prevent it from being accessed by any unauthorized person or entity; 
  5. Respect any explicit requests from the Disclosing Party for the identity of said Party to remain anonymous under approved disclosure of information under sub 2) of this Article; and, 
  6. Promptly notify the Disclosing Party’s management should any unauthorized disclosure of Confidential Information occur.

These obligations shall not apply to any Confidential Information to the extent that:

  1. It is or subsequently becomes part of the public domain through no fault of the Receiving Party;
  2. It is received on a non-confidential basis from a third party which, to the best of the Receiving Party’s knowledge, is under no non-disclosure obligations to the benefit of the Disclosing Party;
  3. It is already known by the Receiving Party at the time of disclosure to it by the Disclosing Party;
  4. it can be demonstrated by the Receiving Party’s records to have been independently developed, without breach of this Agreement or use of any Confidential Information; and/or
  5. It is disclosed pursuant to a decision or order of a court or other governmental body or is otherwise required by law to be disclosed; provided, however, that the Receiving Party makes its best efforts to promptly notify the Disclosing Party of such order, decision or requirement and to cooperate with the Disclosing Party in seeking a protective order or otherwise preventing or restricting such disclosure.

This Section is effective as of the date of its execution and will thereafter remain in full force for a period of two (2) years. However, the non-disclosure and non-use obligations set forth herein shall remain applicable to the Confidential Information exchanged under these Terms of Use  for a period of ten (10) years from the date of execution of this Agreement.

By disclosing Confidential Information, the Disclosing Party does not transfer to the Receiving Party any property rights or other title to the Confidential Information. 

Each Party shall, as Receiving Party, upon request (except to the extent it is prohibited by law or by a decision or order of any regulatory or judicial body) promptly deliver to the Disclosing Party (or destroy and certify such destruction to the Disclosing Party) all Confidential Information (including all documents and media containing such Confidential Information and all copies and things thereof) furnished to or otherwise in possession of the Receiving Party, except for one archival copy for reference and proof.

Nothing in this section  shall be interpreted or construed as to (a) grant any license, title, or right to either Party, directly or indirectly, to use any Confidential Information in any way other than for the Purpose; (b) oblige either Party to enter into any future agreement; or (c) create any relationship of agency, partnership, joint venture, or other joint enterprises between the Parties.

Each Party recognizes that a violation of its obligations under these Terms of Use  may give rise to irreparable injury to the other Party, or to the owner of such Confidential Information and that monetary damages may not provide an adequate remedy for such injury. Accordingly, each Party acknowledges that the other the Party may, where permitted by the applicable law, seek and obtain injunctive relief against the breach or threatened breach of this Agreement, in addition to any other legal remedies which may be available.

Contracts

Most of the deals on the Hypherdata platform is governed by a binding agreement formed by two key documents: the Master Service Agreement (MSA) and the Statement of Work (SOW).

Master Service Agreement (MSA): The MSA establishes the general terms and conditions that apply to all transactions on the platform, including confidentiality, intellectual property rights, data licensing, liabilities, and overarching obligations of the parties involved. The MSA serves as the foundation for all projects, providing a consistent legal framework for ongoing and future transactions.

Statement of Work (SOW): The SOW is a project-specific document that details the specific terms for each individual deal under the MSA. It includes the scope of work, deliverables, timelines, payment schedules, and any data protection rules that are specific to that project. The SOW ensures that all parties have a clear understanding of their responsibilities and the specific requirements for the project.

Together, the MSA and SOW form the complete contract that governs each deal on the platform, ensuring that all aspects of the project, including data protection, are clearly defined and legally enforceable.


Data Protection

Each deal on the Hypherdata platform is governed by specific data protection rules to ensure the privacy and security of the data being exchanged. These rules are detailed separately in either the MSA or the SOW for each project. The MSA outlines the general data protection principles that apply across all transactions, while the SOW provides specific details on how data protection will be handled for each particular deal, including any additional security measures, compliance requirements, or data handling protocols that need to be followed. All parties involved must adhere to these data protection rules as part of their contractual obligations.


Third-Party Apps

You may allow Hypherdata to access your third-party accounts to create your account and enable certain features. Each time you connect an account, the third party will show you what information Hypherdata can access. You can revoke this access at any time through the security settings of the respective third-party service.


Hypherdata’s Creations

Hypherdata’s creations, including text, logos, and code, are protected by copyright, trademark, and trade secret laws. You may not reproduce, distribute, display, or create derivative works from our creations without our written permission. Any use of our creations must comply with these Terms.

Warranty Disclaimer

Hypherdata is provided “as is” without any warranties. All warranties, including those of merchantability, fitness for a particular purpose, and non-infringement, are disclaimed to the fullest extent permitted by law. This disclaimer also applies to our subsidiaries, affiliates, and third-party service providers. You acknowledge that Hypherdata is not responsible for any loss of data uploaded to the Platform. We strongly recommend that you regularly back up any data you do not want to lose.

Limitation of Liability

Hypherdata is not liable for any direct, indirect, incidental, or consequential damages arising from the use of the platform. Users agree to use the platform at their own risk.

Indemnity

To the extent permitted by law, you agree to indemnify and defend Hypherdata, at your expense, against any third-party claims arising from your breach of these Terms or your use of the Service. Hypherdata reserves the right to control the defense of such claims, and you agree to fully cooperate as needed. This obligation also extends to our subsidiaries, affiliates, officers, directors, employees, agents, and third-party service providers.

 

Termination and Suspension

You can permanently delete your Hypherdata account through your profile settings, which will result in the permanent deletion of all your data. Hypherdata also reserves the right to terminate or suspend your account at its discretion, including for breaches of these Terms, unlawful activity, or actions that may compromise the platform’s integrity. Even if your account is deleted or suspended, these Terms will remain in effect.


Amendments

Hypherdata may amend these terms from time to time. Users will be notified of any changes, and continued use of the platform following such notice will constitute acceptance of the updated terms.

Governing Law

These terms are governed by and construed under the laws of Slovakia. Any disputes arising under these terms shall be subject to the exclusive jurisdiction of the courts in Slovakia.

Effective: 01 October 2024