SphereFlash® AI Colony Counting Software End-User License Agreement

END USER LICENSE AGREEMENT

Updated: 2 November 2026
COD: 53600198-01

1. DEFINITIONS.

For the purposes of this EULA Agreement, the following words starting in capital letters shall have the meaning set forth below:

1.1. “Client” means a company, university, institution or organization that has purchased Units and will be authorized to appoint Users.

1.2. “Colony” means a mass of microorganisms that has grown from a single, isolated cell.

1.3. “Colony Counting” means the process of counting the number of microorganisms appearing in the Images.

1.4. “Effective Date” means the date a Client, a Supplier or a User has accepted the EULA Agreement and, thus, it enters into force and becomes valid and effective.

1.5. “EULA Agreement” means this document containing the End User License Agreement of the SphereFlash® AI Colony Counting Software, accepted by both parties upon the Effective Date.

1.6. “Group” means the total Users appointed by a Client or by a Supplier, as the case may be.

1.7. “Images” means the images showing Colonies, uploaded to the Cloud Services, in order to proceed to the Colony Counting and obtain the Results. Images will never contain personal data.

1.8. “IUL” means the Spanish company IUL, S.A., having a NIF A58390600 and VAT Number ESA58390600, registered in the Barcelona Mercantile Registry, volume 8.802, page 78, sheet 102.135 and registration 12th.

1.9. “Party” means the party that has accepted this EULA Agreement, which can be either the Client, Supplier or User, as applicable.

1.10. “Results” means the outcomes obtained when Images are processed or reprocessed through AI Colony Counting in the Cloud Services and made available to Users through the SphereFlash® AI Colony Counting Software.

1.11. “SaaS Agreement” means the separate agreement governing access to and use of the Cloud Services provided by IUL for SphereFlash® AI Colony Counting.

1.12. “SphereFlash® AI Colony Counting Software” means the proprietary Windows-based software owned by IUL, licensed to the Party under this EULA Agreement. It enables authorized Users to access the Cloud Services. Image processing and reprocessing are performed through the Cloud Services and require an Internet connection.

1.13. “Cloud Services” means the cloud-based services provided by IUL for SphereFlash® AI Colony Counting, including image processing, results management, user authentication and authorization, and subscription management, as applicable. Access to and use of the Cloud Services are governed by the SaaS Agreement.

1.14. “Supplier” means a company or a professional that has purchased Units with the sole purpose to resell them to Clients and Users.

1.15. “Unit” means a license to use the Cloud Services under the terms and conditions set forth in the SaaS Agreement, purchased at the Price.

1.16. “User” means a person that has been authorized by a Client or by a Supplier to use the Cloud Services under the terms and conditions set forth in the SaaS Agreement.

2. SOFTWARE.

2.1. Description. The SphereFlash® AI Colony Counting Software is the Windows-based software that enables authorized Users to access the Cloud Services. Image processing and reprocessing are performed through the Cloud Services and require an Internet connection. The installation and use of the SphereFlash® AI Colony Counting Software are governed by this EULA Agreement. Access to and use of the Cloud Services are governed by the SaaS Agreement.

2.2. Technical requirements. To download, install and operate the SphereFlash® AI Colony Counting Software, the Party shall have at its disposal:

a) A computer device meeting the minimum system requirements specified in the applicable Instructions for Use (IFU) of the SphereFlash® AI Colony Counting Software, on which the SphereFlash® AI Colony Counting Software can be downloaded, installed and operated;

b) An Internet connection for access to the Cloud Services and for AI-based image processing and reprocessing; and

c) An operating system supported by the applicable IFU.

The Party shall be the sole responsible to obtain these technical requirements, at its sole discretion, cost and expense.

2.3. Functionalities. The SphereFlash® AI Colony Counting Software enables authorized Users, subject to the applicable SaaS Agreement and User permissions, to:

a) Access the Cloud Services and upload Images to obtain Results through the AI-based processing and reprocessing functionalities performed remotely by the Cloud Services. These functionalities are not available offline.
b) Access and review Results through the Cloud Services, subject to the applicable SaaS Agreement and User permissions.

2.4. Registration and access. Access to the SphereFlash® AI Colony Counting Software is available to Users authorized by a Client or Supplier, as applicable. The registration and access to the Cloud Services, and the creation and administration of Groups and Users, are governed by the SaaS Agreement. Under the B2C model, the Client is responsible for managing its subscription, Groups and authorized Users. Under the B2B model, the Supplier is responsible for administering the subscription, Groups and authorized Users of its Clients through the Subscription Portal, subject to the applicable permissions and subscription conditions.

Account activation and verification may require confirmation of the User’s email address and completion of the authentication steps implemented by IUL. Users must follow the registration instructions communicated through the relevant service.

Access to the SphereFlash® AI Colony Counting Software and the Cloud Services are subject to individual credentials and the permissions applicable to each User and Group. The Supplier’s administrative rights do not, by themselves, authorize access to a Client’s Images or Results.

2.5. Terms of use. The Party expressly undertakes to comply with all the following:

2.5.1. Authorized uses. The SphereFlash® AI Colony Counting Software may be used only for the functionalities described in Article 2.3, in accordance with the applicable IFU and this EULA Agreement. The Cloud Services and the Service are separately governed by the SaaS Agreement.

2.5.2. Restrictions of use. The SphereFlash® AI Colony Counting Software may be installed and used only by authorized Users on compatible devices, subject to this EULA Agreement and the applicable IFU. User credentials are personal and shall not be shared. This EULA Agreement does not independently grant access to the Cloud Services without the rights provided under the SaaS Agreement.

2.5.3. Prohibited uses. The Party shall observe that the following actions, activities or omissions are strictly prohibited and may be prosecuted. The Party undertakes expressly not to, nor allow third parties to, conduct any action, activity or omission described below, or that is against IUL, any Party, the SphereFlash® AI Colony Counting Software and the Cloud Services.

Use the SphereFlash® AI Colony Counting Software for any purpose prohibited by any applicable law or breaching this EULA Agreement.
Share, communicate, publish or allow access to the Party’s credentials to have access to the SphereFlash® AI Colony Counting Software, to another Party or others.
Modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to reconstitute the source code of the SphereFlash® AI Colony Counting Software or portions thereof, or create derivative works of the SphereFlash® AI Colony Counting Software.
Copy or reproduce the SphereFlash® AI Colony Counting Software in any way (including manuals, contents and documentation supplied with it).
Sublicense, lease, loan, subcontract, rent or resell the SphereFlash® AI Colony Counting Software, or allow any third party to use the SphereFlash® AI Colony Counting Software for the benefit of the Party or others.
Transfer, assign, sublicense, distribute or otherwise make the SphereFlash® AI Colony Counting Software available to any unauthorised third party. For the avoidance of doubt, the Client and its authorised Users may install and use the SphereFlash® AI Colony Counting Software on multiple computers, including computers used with the same or different SphereFlash® instruments, without such installation or use constituting a prohibited transfer of the SphereFlash® AI Colony Counting Software;
Transfer the rights and obligations contained in this EULA Agreement, except with the prior express consent of IUL.
Export or re-export the SphereFlash® AI Colony Counting Software, without IUL’s prior express consent.
Carry out any type of activity on the SphereFlash® AI Colony Counting Software, system, program and database within the SphereFlash® AI Colony Counting Software different from the authorized uses set forth in article 2.5.1 above or without IUL’s authorisation.
Disseminate, publish or make the SphereFlash® AI Colony Counting Software available to others.

If IUL reasonably detects a prohibited use, IUL may suspend, restrict or limit access to the SphereFlash® AI Colony Counting Software or associated Cloud Services, subject to applicable law and the relevant contractual terms, and investigate the suspected breach.

3. INTELLECTUAL AND INDUSTRIAL PROPRIETARY RIGHTS.

3.1. IUL’s proprietary rights. The SphereFlash® AI Colony Counting Software, as well as all its rights, property, interests, titles, benefits, functionalities, technology and know-how, patented or not, included in it, as well as all industrial or intellectual property rights linked to it, including, but not limited to, copyright, are the exclusive property of IUL.

The industrial or intellectual property rights relating to the third-party software that may be included in the SphereFlash® AI Colony Counting Software or that, in any other way, may be provided to the Party with the SphereFlash® AI Colony Counting Software will remain the property of such third parties.

All trademarks, trade names, brands, logos or other distinctive signs contained in the SphereFlash® AI Colony Counting Software (including in its manuals, contents, documentation, information, specifications, instructions or online materials, printed or in electronic format supplied with it) are the property of IUL.

3.2. Client’s rights. The Client may appoint authorized Users to download, install and use the SphereFlash® AI Colony Counting Software in accordance with this EULA Agreement. Rights to the Cloud Services, including the creation and management of Groups and Users, are governed by the SaaS Agreement.

3.3. Supplier’s license rights. IUL grants the Supplier, to the extent that the Supplier itself requires use of the SphereFlash® AI Colony Counting Software, a non-exclusive, limited, non-transferable and non-sublicensable license to download, install and use the SphereFlash® AI Colony Counting Software under this EULA Agreement. Under the B2B model, the Supplier may administer Groups and User accounts through the Subscription Portal in accordance with the SaaS Agreement. Such administration does not require the Supplier to install or use the SphereFlash® AI Colony Counting Software and does not confer access to Clients’ Images or Results.

This license also covers updates and supplements to the SphereFlash® AI Colony Counting Software made available by IUL, unless accompanied by separate license terms. The Cloud Services and the Service remain subject to the SaaS Agreement.

No ownership or intellectual property rights in the SphereFlash® AI Colony Counting Software are transferred to the Supplier. IUL and its licensors retain all ownership, title and interest in the SphereFlash® AI Colony Counting Software and associated technology. The Supplier receives only the limited rights expressly granted by this EULA Agreement; rights in the Cloud Services are governed by the SaaS Agreement.

IUL may update this EULA Agreement in accordance with applicable law. Material changes affecting the Party’s contractual rights or obligations shall be communicated in advance where legally required.

Upon reasonable prior written notice, IUL may request information reasonably necessary to verify the Supplier’s compliance with the SphereFlash® AI Colony Counting Software license, during normal business hours and subject to confidentiality and data protection requirements. Any material breach may result in suspension or termination in accordance with this EULA Agreement, without prejudice to legally available remedies.

3.4. User’s license rights. IUL grants each authorized User a non-exclusive, limited, non-transferable and non-sublicensable license to download, install and use the SphereFlash® AI Colony Counting Software for the functionalities described in Article 2.3, subject to this EULA Agreement and the applicable IFU. Rights to use the Cloud Services are governed by the SaaS Agreement.

No ownership or intellectual property rights in the SphereFlash® AI Colony Counting Software are transferred to the User. IUL and its licensors retain all ownership, title and interest in the SphereFlash® AI Colony Counting Software and associated technology. The User receives only the limited rights expressly granted by this EULA Agreement.

Upon reasonable prior written notice, IUL may request information reasonably necessary to verify the Client’s or User’s compliance with the SphereFlash® AI Colony Counting Software license, during normal business hours and subject to confidentiality and data protection requirements. Any material breach may result in suspension or termination in accordance with this EULA Agreement, without prejudice to legally available remedies.

3.5. Confidentiality. IUL and the Party agree to keep confidential and not disclose to any third party any knowledge, information and data provided to either of them by the other party. IUL and the Party agree that neither of them will use, or reproduce for use in any way, any proprietary information of the other party. IUL and the Party agree to protect each other’s proprietary information with the same standard of care and procedures used by each to protect their own proprietary information of similar importance, but at all times using at least a reasonable degree of care. This confidentiality agreement will subsist and will continue from the Effective Date and without a time limit, even if the EULA Agreement ceases to be in force for any reason.

4. OBLIGATIONS, WARRANTIES, LIABILITIES AND MAINTENANCE.

4.1. Obligations.

4.1.1. Upon the Effective Date, the Client shall appoint only Users authorized to use the SphereFlash® AI Colony Counting Software and shall ensure compliance with this EULA Agreement. Creation and administration of Groups and Users under the B2C and B2B models are governed by the SaaS Agreement.

4.1.2. Upon the Effective Date, Supplier undertakes to:

Respect the applicable law and fully comply with the EULA Agreement.
Use the SphereFlash® AI Colony Counting Software according to article 2.5.1 of this EULA Agreement.
Not use the SphereFlash® AI Colony Counting Software under any of the prohibited uses set forth in article 2.5.3 of this EULA Agreement.
Respect the terms of the license of the SphereFlash® AI Colony Counting Software under the EULA Agreement.
Where acting as a Supplier under the B2B model, administer separate Groups and User accounts for its Clients in accordance with the SaaS Agreement, without assuming that such administrative role confers access to Client Images or Results.
Inform IUL promptly of any infringement of IUL’s proprietary rights in the SphereFlash® AI Colony Counting Software detected by the Supplier, and provide reasonable information to assist IUL in the protection and defense of its rights.

4.1.3. Upon the Effective Date, User undertakes to:

Respect the applicable law and fully comply with the EULA Agreement.
Use the SphereFlash® AI Colony Counting Software according to article 2.5.1 of this EULA Agreement.
Not use the SphereFlash® AI Colony Counting Software under any of the prohibited uses set forth in article 2.5.3 of this EULA Agreement.
Respect the terms of the license of the SphereFlash® AI Colony Counting Software under the EULA Agreement.
Inform IUL promptly of any infringement of IUL’s proprietary rights in the SphereFlash® AI Colony Counting Software detected by the User, and provide reasonable information to assist IUL in the protection and defense of its rights.

4.2. No warranties. The SphereFlash® AI Colony Counting Software is provided “as is” and without warranties of any kind. The Party further acknowledges and agrees that the use of the SphereFlash® AI Colony Counting Software is at its sole risk and that any risk relating to the quality, performance and accuracy of the SphereFlash® AI Colony Counting Software is at the Party’s own risk as a licensee. The Party hereby disclaims all warranties and conditions with respect to the SphereFlash® AI Colony Counting Software, either express, implied, or statutory, including, but not limited to, the implied warranties and conditions of satisfactory quality, satisfactory performance, accuracy, merchantability, fitness for purpose and non-infringement of third-party rights. No verbal or written statement given by IUL or their employees, or by the Supplier, shall create a warranty on the SphereFlash® AI Colony Counting Software.

4.3. No liabilities. To the extent not prohibited by law, under no circumstances shall IUL be liable for an action or omission not directly and objectively attributable to IUL, and under no circumstances shall IUL be liable for: personal injury or any special, direct, incidental, indirect or consequential damage whatsoever; or for any loss of data, loss of production, loss of profits, loss of business assets, loss of business information, business interruption, image reputation, any other commercial damages or losses, or interruption of the SphereFlash® AI Colony Counting Software, however caused; for any consequences produced to the Party after IUL has decided to suspend, restrict or limit access to, or terminate, the SphereFlash® AI Colony Counting Software, for whatever reason; for any changes that the SphereFlash® AI Colony Counting Software may cause to perform specific results in the device where the Party has downloaded the SphereFlash® AI Colony Counting Software; for the maintenance or updates conducted to the SphereFlash® AI Colony Counting Software; and/or for the device, Internet connection or operating system used by the Party to download and have access to the SphereFlash® AI Colony Counting Software.

The Client shall be responsible for the appointment and the representation of the User and shall be jointly and severally responsible with the User for any and all acts, omissions and damages done to the SphereFlash® AI Colony Counting Software and/or IUL and/or any third parties by the User, as well as for any breach of this EULA Agreement by the User.

4.4. Maintenance. IUL may carry out corrective, adaptive, perfective and preventive maintenance of the SphereFlash® AI Colony Counting Software. Maintenance of the Cloud Services and the Service is governed by the SaaS Agreement. Software updates and their availability remain subject to the applicable IFU and license conditions.

4.5. Doubts, claims, recommendations and suggestions. The Party may contact IUL at iul@iul-inst.com regarding the SphereFlash® AI Colony Counting Software. Questions concerning the Cloud Services or the Service are subject to the support arrangements of the SaaS Agreement.

5. PERSONAL DATA.

5.1. IUL shall process, as a controller, personal data to enter into the EULA Agreement and to allow downloading and accessing the SphereFlash® AI Colony Counting Software, being this processing necessary for the performance of the EULA Agreement and for compliance with IUL’s legal obligations, otherwise IUL would not be able to comply with its contractual and legal obligations and the Party would not be able to have access to the SphereFlash® AI Colony Counting Software. Personal data will not be processed by third parties, except in case of legal obligations or subcontracted third parties involved in the performance of the purposes of the processing set forth herein. Personal data will be stored while the EULA Agreement is in force, and subsequently, they will be stored for the entire period that IUL may be held liable as stipulated by applicable law, proceeding, if appropriate, to block the data until the corresponding prescription period has elapsed. IUL intends to carry out international transfers of personal data for the purposes of processing indicated, under the EU-US Data Privacy Framework or the EU Standard Contractual Clauses. To obtain a copy of them please refer to iul@iul-inst.com. Data subjects can exercise your rights of access, rectification, deletion, limitation, opposition and portability with respect to personal data provided for in the regulations on data protection, by sending a letter to the postal address in Street Ciutat d’Asunción, number 4 (08030) Barcelona, Spain, or at the email address iul@iul-inst.com. In the event of disagreement in relation to the processing of the personal data, a complaint can be lodged to the Spanish Data Protection Agency (www.aepd.es).

5.2. Client shall process, as a controller, the personal data of the Users appointed by the Client authorized to download and have access to the SphereFlash® AI Colony Counting Software. Client shall be the sole responsible, and hold IUL harmless, for the processing of such personal data by the Client or any third party authorized by the Client.

5.3. Supplier shall process, as a processor, personal data of the Users appointed by the Client authorized to download and have access to the SphereFlash® AI Colony Counting Software. Supplier guarantees that, on the Effective Date, Supplier holds sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the General Data Protection Regulation and ensure the protection of the rights of the data subject. Supplier undertakes to:

a) Process the personal data only on documented instructions from IUL, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by the European Union or a Member State law to which the Supplier is subject; in such a case, the Supplier shall inform IUL of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

b) Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

c) Takes appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

The pseudonymisation and encryption of personal data;
The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
A process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

Supplier shall apply the measures specified in Schedule 1 of this EULA Agreement at all times.

d) The Supplier shall not engage another processor without prior specific or general written authorisation of IUL. In case of IUL’s authorisation, the same data protection obligations as set out in this article 5.3 shall be imposed on that other processor by way of a contract between the Supplier and the other processor or other legal act under the European Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the General Data Protection Regulation. Where that other processor fails to fulfil its data protection obligations, the Supplier shall remain fully liable to the controller for the performance of that other processor’s obligations.

e) To assist IUL in responding to the exercising of the rights of access, rectification, erasure and objection, restriction of processing, data portability, and not to be subject to automated individual decision-making (including profiling). When the data subjects exercise the rights of access, rectification, erasure and objection, restriction of processing, data portability and not being subject to automated individual decision-making by contacting the Supplier, the latter must report it by e-mail to the following address iul@iul-inst.com. The reporting must be performed immediately and, under no circumstances later than the business day following receipt of the application, together, when applicable, with other information that may be relevant to deal with the request.

f) To assist IUL in ensuring compliance with the technical and organisational measures implemented to protect the personal data; to support IUL in carrying out impact assessments concerning data protection, when applicable; to support IUL in performing prior consultations with the supervisory authority, when applicable; and to provide IUL with all necessary information to prove compliance with its obligations, as well as the performance of audits or inspections carried out to IUL or by any auditor authorised thereby.

g) To notify IUL, without undue delay, and in any case within a maximum of 24 hours, at mailto:iul@iul-inst.com, of breaches in the security of the personal data it controls that it becomes aware of, together with all of the relevant information to document and report the incident.

Notification will not be necessary when it is unlikely that said security breach constitutes a risk to the rights and freedoms of natural persons. At least the following information must be provided, when available:

Description of the nature of the personal data security breach, including, when possible, the categories and approximate number of data subjects affected, and the categories and approximate number of personal data records affected.
The name and contact details of the data protection officer or another contact point where further information can be obtained.
Description of the possible consequences of the personal data security breach.
Description of the measures adopted or proposals to remedy the personal data security breach including, when appropriate, the measures adopted to mitigate possible negative effects.

If it is not possible to provide all the information at the same time, to the extent to which it is not, the information shall be provided gradually without undue delay. IUL must report data security breaches to the Data Protection Supervisory Authority.

h) At IUL’s choice, the Supplier will delete or return all the personal data to IUL after termination of the EULA Agreement, and will delete any existing copies unless the European Union or Member State law requires storage of the personal data; except for the personal data that may be required to store to provide evidence for compliance with its obligations, in which case it shall be stored with restricted access and only during the prescribed period by the applicable law.

i) To make available to IUL all information necessary to demonstrate compliance with the obligations laid down in this article and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by IUL.

5.4. International transfers involving the Supplier and IUL shall be governed by Schedule 2 of this EULA Agreement. Where a transfer is subject to Chapter V of the GDPR, the Parties shall ensure that the appropriate transfer mechanism is in place before the transfer takes place.

5.5. The applicability of Standard Contractual Clauses to transfers involving the Client and IUL shall be determined by the actual processing activities, the Parties’ respective roles, the countries involved and the direction of the transfer, as set out in Schedule 2 of this EULA Agreement.

5.6. Personal data processed by IUL in connection with this Agreement, including user identification and authentication information and any personal data in account records, associated metadata or technical logs, shall be hosted, stored and processed within the European Union by IUL and its authorised subcontractors, subject only to the limited international-transfer conditions set out in Schedule 2. Microbiological Images do not contain personal data, and microbiological Results do not in themselves constitute personal data. Such Images and Results may be stored or processed outside the European Union. Where associated metadata or other records identify an individual, those personal data remain subject to the data location and processing requirements of this Agreement.

6. TERM AND TERMINATION.

6.1. Term. The EULA Agreement will enter into force on the Effective Date and will remain valid indefinitely, until terminated for one of the reasons described in article 6.2 below.

6.2. Grounds for termination. This EULA Agreement may be terminated by either party upon written notice, subject to applicable law and any mandatory notice requirements. Termination of the SphereFlash® AI Colony Counting Software license shall not automatically terminate the SaaS Agreement, which is governed by its own provisions.

This EULA Agreement may also be terminated at any time, by mutual agreement between IUL and the Party expressed in writing.

Notwithstanding those articles that must survive the termination of the EULA Agreement (in accordance with the provisions of the same, its nature or conformity to the provisions of the Law), failure to comply with any of the obligations set forth in this EULA Agreement by any of the parties, will entitle the other party to the decision to terminate the EULA Agreement, or demand compliance; in both cases, being able to demand in addition the compensation of the damages and losses borne. The party that demands compliance shall send notification to the other party ordering it to remedy such breach and, if the breach is not remedied within 15 calendar days after such notice is received, the non-breaching party may terminate this EULA Agreement with immediate effects.

6.3. Obligations after termination of the EULA Agreement. Upon termination, the Party shall cease use of the SphereFlash® AI Colony Counting Software and any license granted under this EULA Agreement shall end. The termination of this EULA Agreement does not by itself determine the status, retention or deletion of data stored in the Cloud Services, which are governed by the SaaS Agreement and applicable data protection law. The Party remains responsible for its locally stored data and applicable retention obligations.

7. APPLICABLE LAW AND JURISDICTION.

7.1. Applicable law. This EULA Agreement and its application, interpretation and validity will be governed by the Spanish Law.

7.2. Jurisdiction. To exercise as many actions, conflicts and incidents that may correspond to the parties with regard to the EULA Agreement or the applicable law thereto, the parties expressly and exclusively submit to the Courts of the city of Barcelona (Spain) as the competent jurisdiction to settle them, waiving any other that may correspond.

8. MISCELLANEOUS.

8.1. Representation. The Client shall be responsible for the appointment and the representation of the User. The Client guarantees that the User who proceeds to subscribe to these terms and conditions on behalf of the Client does so in the capacity of duly authorised legal representative and has sufficient legal capacity to contract, assuming the Client their full responsibility.

By entering into this EULA Agreement, the Party warrants and guarantees that does not harm the rights or interests of any third parties nor does it affect any other agreement or agreements that the Party may have entered into with third parties, and that is not subject to any limitation or prohibition set forth by law and/or enter into this EULA Agreement.

8.2. One agreement. The agreement between IUL and the Party is comprised with this EULA Agreement and its Schedules (when applicable), and shall enter into force on the Effective Date once it is accepted by the Party.

8.3. Notices. Any notices to be sent to IUL under this EULA Agreement can be directed in writing to iul@iul-inst.com.

8.4. Nullity and severability. In the event that any article in this EULA Agreement becomes partially or fully null and void, such nullity or invalidity shall only be applicable to such provision or part thereof that is declared null and void, but all the rest of the EULA Agreement shall remain fully in force and such provision or part thereof shall be deemed not included therein. The foregoing shall not apply to the provisions in the EULA Agreement whose removal would significantly undermine the balance of the parties’ reciprocal considerations.

8.5. Waiver. Any waiver to exercise a right or not claiming fulfilment of any obligation or remedy of a breach of the EULA Agreement shall not imply a waiver to subsequently exercise such right or to claim fulfilment or remedy of any other obligation or remedy of any subsequent breach of contract.

8.6. Assignment and subcontracting. The Party shall not be entitled to assign this EULA Agreement, nor subcontract its performance, without IUL’s prior written authorisation. IUL shall be entitled to freely assign this EULA Agreement to any third party, or subcontract its performance totally or partially to any third party of its choice.

SCHEDULE 1

TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE DATA SECURITY

IUL applies a risk-based cybersecurity management framework to SphereFlash® AI Colony Counting Software and its associated cloud services. This framework is governed through IUL’s corporate Information Security Policy and the product-specific Management of Cybersecurity documentation, integrating cybersecurity risk assessment, protective controls, monitoring, incident management and controlled software maintenance.

The service is not intended to process customers’ personal data, never contained in microbiological images, methods or results. Personal data used for user identification and authentication is subject to security measures proportionate to the assessed low risk of that processing and to applicable data protection requirements, including Regulation (EU) 2016/679.

The applicable cybersecurity controls and their traceability are maintained in IUL’s controlled technical documentation. The provisions concerning international personal-data transfers shall apply only where the relevant legal conditions are met.

SCHEDULE 2

International Transfers of Personal Data
Data Location and Processing within the European Union

Personal data processed by IUL in connection with the SphereFlash® AI Colony Counting Software and the Cloud Services shall ordinarily be hosted, stored and processed within the European Union, including applicable backups, using infrastructure located in the European Union. This commitment covers user identification and authentication information and personal data in account records, associated metadata and technical logs. Microbiological Images do not contain personal data, and microbiological Results do not in themselves constitute personal data.

IUL shall not transfer such personal data outside the European Economic Area, or permit access to or processing of such data from outside the European Economic Area, unless necessary for the provision, security or support of the Services, and only where permitted by applicable data protection laws, including Chapter V of Regulation (EU) 2016/679 (GDPR), where applicable. Appropriate legal safeguards and technical and organisational measures shall apply. This limited exception shall not be construed as a general authorisation to host personal data outside the European Union.

Microbiological Images and Results may be stored or processed outside the European Union. Personal data in any associated account records, metadata or technical logs shall remain subject to the data location and processing requirements above. The ability to associate an Image or Result with an identifiable User through separate records does not mean that the Image itself contains personal data.

The Parties shall comply with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR), in relation to any international transfer of personal data.

Where a transfer of personal data is subject to Chapter V of the GDPR, the relevant Parties shall ensure that an appropriate legal transfer mechanism is in place before such transfer takes place, including, where applicable, an adequacy decision under Article 45 GDPR or the appropriate Standard Contractual Clauses adopted by the European Commission under Article 46 GDPR, together with any supplementary measures required by applicable law.

The applicable transfer mechanism shall be determined on the basis of the actual processing activities, the respective roles of the Parties, the countries involved and the direction of the transfer.

Nothing in this Agreement shall be interpreted as automatically establishing a restricted international transfer merely because a Client, Supplier or User is established outside the European Economic Area.

Where one Party processes personal data on behalf of another Party, the Parties shall enter into an appropriate data processing agreement in accordance with Article 28 GDPR, where required by applicable law.