SphereFlash® AI Software as service agreement

Software as service agreement (Cloud Services)

Updated: 2 November 2026

COD: 53600239-00

1. DEFINITIONS.

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

1.1. “AI Colony Counting” means a machine-based system, property of IUL, that is designed to operate with autonomy and that may exhibit adaptiveness after deployment, which infers information from the input it receives and is delivered through the Service.

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

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

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

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

1.6. “EULA Agreement” means the document containing the End User License Agreement of the SphereFlash® AI Colony Counting Software.

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

1.8. “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.

1.9. “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.

1.10. “Order” means a request to IUL to purchase Units.

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

1.12. “Price” means the amount of money for which the Units are sold.

1.13. “Results” mean the outcomes obtained in the Cloud Services once the Images are processed.

1.14. “SaaS Agreement” means this document containing the terms and conditions governing access to and use of the Cloud Services provided by IUL for SphereFlash® AI Colony Counting.

1.15. “Service” means the Cloud Services provided by IUL to the relevant Party under this SaaS Agreement.

1.16. “SphereFlash®” means an automatic Colony counter that reads automatically different types of plates with the same instrument, obtains the Images, and uploads them automatically to the SphereFlash® AI Colony Counting Software.

1.17. “SphereFlash® AI Colony Counting Software” means the proprietary Windows-based software owned by IUL, licensed under the applicable 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.

1.18. https://aicolonycounting.com/ “Cloud Services” means the cloud-based services provided by IUL for SphereFlash® AI Colony Counting Software, including image processing, results management, user authentication and authorization, and subscription management, as applicable. The Cloud Services are governed by this SaaS Agreement and are accessed through the SphereFlash® AI Colony Counting Software and other authorized interfaces, as applicable.

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

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

1.21. “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. CLOUD SERVICES.

2.1. Description. The Cloud Services enable authorized Users to upload Images for AI-based processing and reprocessing and to access the resulting Results.

The Party shall download and install the SphereFlash® AI Colony Counting Software on a computer device, as a previous step to be able to have access to the Cloud Services.

2.2. Technical requirements. To enable the access to the Cloud Services, the Party needs to have all the following at its disposal:

a) A SphereFlash® device;
b) An authorized license to use the SphereFlash® AI Colony Counting Software, once accepted the EULA Agreement;
c) The SphereFlash® AI Colony Counting Software downloaded;
d) 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 to access the Cloud Services;
e) Internet connection; and
f) Microsoft Windows operating system as specified in the applicable Instructions for Use (IFU) of the SphereFlash® AI Colony Counting Software.

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

2.3. Functionalities. The Cloud Services enable authorized Users, through the SphereFlash® AI Colony Counting Software, to:

(i) Upload Images obtained from a SphereFlash® instrument or imported from other compatible sources for processing through AI Colony Counting, in order to generate Results.
(ii) Process and reprocess Images using cloud-based AI Colony Counting functionalities.
(iii) Store Images and Results in the cloud, subject to the storage limits and other conditions of the applicable AI Subscription Plan.
(iv) Retrieve and synchronize Images and Results with the SphereFlash® AI Colony Counting Software, enabling their review and export through the Cloud Services.

The Cloud Services are provided by IUL under the terms and conditions of this SaaS Agreement.

The hosting of the Cloud Services are subcontracted to third-party infrastructure providers. Personal data shall be hosted, stored and processed within the European Union in accordance with article 6.6 and Schedule 3. Infrastructure or processing outside the European Union may be used for non-personal microbiological Images and Results, subject to the terms of this Agreement.

The AI Colony Counting is a machine-based system designed by, and property of, IUL that infers information from the Images and the Colony Counting.

2.4. Registration and access. Once the SphereFlash® AI Colony Counting Software is downloaded in the Party’s device, the Party has registered a User, and the registration is validated by IUL, the Party may have access to the Cloud Services.

The registration shall include a username (which will be the Party’s email) and a password (which will be elected by the Party).

A first email shall be sent to the email address indicated, with a first access link. This link will be available within the next 24 hours only. The Party shall click the link to confirm the registration.

Once the registration is confirmed by the Party and is validated by IUL, the Party will gain access as a User of the Cloud Services. Every access to the Cloud Services shall be checked through the username, the password and the code number sent to the email address confirmed.

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

2.5.1. Authorized uses. The Cloud Services may be used by the Party only for the functionalities described in Article 2.3 above. The Party undertakes to use the Cloud Services in good faith, with reasonable care, for the intended purposes only, and avoiding damaging IUL, any Party, the SphereFlash® AI Colony Counting Software and the Cloud Services.

The Supplier shall only be entitled to use the Cloud Services to appoint Groups or Users who have purchased Units to the Supplier, as well as to manage the relevant commercial and administrative documentation related to such sale. Once purchased the Units, the access and license to the SphereFlash® AI Colony Counting Software and the Cloud Services are granted by IUL.

The User shall be entitled to use the SphereFlash® AI Colony Counting Software to upload Images to the Cloud Services for processing or reprocessing through AI Colony Counting and to access, review and retrieve the resulting Images and Results, subject to the applicable AI Subscription Plan.
User account creation and management shall be governed by the following rules:
(a) Direct Client (B2C model): The Client may create and manage Groups and User accounts under its subscription, subject to the permissions granted to its authorized administrators and the applicable AI Subscription Plan.
(b) Supplier (B2B model): Where the AI Subscription Plan is provided through a Supplier, the Supplier is responsible for creating and managing Groups and User accounts for its Clients. The Supplier shall establish separate Groups for its Clients and assign Users to the corresponding Groups, subject to the applicable permissions and subscription conditions.
In all cases, each User shall be assigned to a Group and may access only the functionalities, Images and Results authorized for that User within the corresponding Group, subject to the applicable access permissions.

2.5.2. Restrictions of use. The Cloud Services may only be downloaded and accessed by the Party, individually, in one sole device, and for the purpose described in Article 2.5.1 above. The Party grants that the email address confirmed shall be of the sole use of the Party. The User must make sure that the Images never contain personal data.

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 Cloud Services for any purpose other than obtaining the Results.
Use the SphereFlash® AI Colony Counting Software and the Cloud Services for any purpose prohibited by any applicable law or breaching this SaaS Agreement or against IUL’s code of ethics.
Share, communicate, publish or allow access to the Party’s credentials to have access to the Cloud Services, to another Party or others.
Modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to reconstitute the source code of the Cloud Services or portions thereof, or create derivative works of the Cloud Services.
Copy or reproduce the Cloud Services in any way (including manuals, contents and documentation supplied with it).
Sublicense, lease, loan, subcontract, rent or resell the Cloud Services, or allow any third party to use the Cloud Services for the benefit of the Party or others.
Transfer the Cloud Services to another system;
Transfer the rights and obligations contained in this SaaS Agreement, except with the prior express consent of IUL.
Export or re-export the Cloud Services, without IUL’s prior express consent.
Carry out any type of activity on the Cloud Services, system, program and database within the Cloud Services different from the authorized uses set forth in article 2.5.1 above or without IUL’s authorisation.
Disseminate, publish or make the Cloud Services available to others.

If IUL detects the performance of a prohibited use, access to the SphereFlash® AI Colony Counting Software and the Cloud Services will be suspended or restricted or limited, and investigated.

3. ECONOMIC CONDITIONS.

3.1. Prices applicable, excluding taxes, shall be those confirmed in the Cloud Services and included in the Orders.

IUL may adjust the Prices annually to reflect any increase in the Spanish Consumer Price Index (CPI), as officially published by the Spanish National Statistics Institute (INE). Any negative variation in the CPI shall not require IUL to reduce the Prices.
Without prejudice to the foregoing, IUL reserves the right to implement additional Price increases at its discretion, provided that such increases are communicated to the Party at least thirty (30) days before their effective date.

Any Price adjustment shall apply prospectively and shall not affect amounts already paid or invoiced.

All Fees shall be paid in advance by bank transfer to the bank account indicated in the relevant invoice. Payment must be received in full before the activation or renewal of the applicable AI Subscription Plan. IUL shall not be obliged to activate or renew the Cloud Services until full payment has been received.

The use of the Cloud Services will be possible once the full payment of the invoices is completed. The Party that will be included in the Order shall be held responsible for the payment of the invoice. IUL reserves the right to require documentation and certificates to justify or evidence the title holder of the bank account of the payer, which shall be delivered to IUL at first request.

IUL’s administrative department can be contacted directly for any matter regarding invoicing at iul@iul-inst.com. Responses will be provided during IUL’s business hours.

4. INTELLECTUAL AND INDUSTRIAL PROPRIETARY RIGHTS.

4.1. IUL’s proprietary rights. The Cloud Services, 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 Cloud Services or that, in any other way, may be provided to the Party with the Cloud Services will remain the property of such third parties.

All trademarks, trade names, brands, logos or other distinctive signs contained in the Cloud Services (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.

All Images uploaded to the Cloud Services shall remain under the ownership or legitimate control of their respective rights holders. Neither the upload nor the processing of Images through the Cloud Services shall transfer any ownership rights over such Images to IUL.

The Client or the duly authorized User grants IUL a non-exclusive, worldwide, royalty-free, limited license to store, reproduce, process and technically handle the Images solely to the extent necessary to provide the contracted Cloud Services, including colony counting, user-requested reprocessing, storage, retrieval and associated technical operations, in accordance with this Agreement.
IUL shall not use the Images to train, retrain, develop or improve its artificial intelligence models without the prior, express authorization of the legitimate rights holder or a person duly empowered to grant such authorization.
Where such authorization is granted, the scope, duration and conditions of the corresponding license shall be governed by the specific authorization terms accepted by the rights holder or its duly authorized representative. Such authorization may be obtained through a dedicated functionality of the SphereFlash® AI Colony Counting Software when available.
For the avoidance of doubt, acceptance of this SaaS Agreement alone shall not constitute authorization for the use of Images for artificial intelligence model training or improvement.

All the information regarding the performance, effectiveness, storage, maintenance, errors, solutions and updates related to the Cloud Services shall remain IUL’s property and shall be used by IUL for any purposed intended by this latter.

4.2. For the purposes of this clause, “Subscription Holder” means the Client under the direct sales model (B2C) or the Supplier under the distributor model (B2B).

Upon activation of the applicable AI Subscription Plan and subject to payment of the corresponding Fees, IUL grants the Subscription Holder a non-exclusive, limited, non-transferable and non-sublicensable right to access and use the SphereFlash® AI Subscription Portal and the Cloud Services during the term of the applicable AI Subscription Plan, solely for the purposes and within the limits established in this Agreement.

Under the B2C model, the Client may manage its own subscription, Groups and authorized Users. Under the B2B model, the Supplier may manage its subscription, create and administer separate Groups for its Clients, assign authorized Users to the corresponding Groups and allocate the available image processing and storage resources, subject in each case to the applicable technical functionalities and permissions.

The rights granted under this clause shall also extend to any updates, additional components, web services or supplements that IUL may provide or make available to the Subscription Holder in connection with the Subscription Portal or the Cloud Services, unless such items are accompanied by separate terms or license conditions, which shall prevail in respect of those items.

Nothing in this Agreement shall be construed as transferring to the Subscription Holder or any User any ownership rights in the SphereFlash® AI Colony Counting Software, the Subscription Portal, the Cloud Services or any associated technology, documentation or intellectual property. All rights not expressly granted are reserved to IUL or its respective licensors.
IUL does not sell the SphereFlash® AI Colony Counting Software, the Subscription Portal or the Cloud Services to the Subscription Holder. The Subscription Holder acquires only the contractual access and usage rights expressly granted under this Agreement. IUL and its licensors shall retain all ownership, title and interest in their respective software, technology and intellectual property, including any third-party software incorporated therein.

The installation and use of the SphereFlash® AI Colony Counting Software shall be governed by the applicable End User License Agreement (EULA).

IUL may update or modify the Subscription Portal, the Cloud Services and the applicable service terms, provided that any material changes to the contractual rights or obligations of the Subscription Holder are communicated in advance and are implemented in accordance with applicable law and the provisions of this Agreement.

Upon reasonable prior written notice and during normal business hours, IUL may request records and information reasonably necessary to verify the Subscription Holder’s compliance with the access and usage rights granted under this Agreement. Any such verification shall be limited to matters relevant to contractual compliance and shall be conducted in a manner that minimizes disruption to the Subscription Holder’s business and protects confidential information and personal data.

In the event of a material breach of the access or usage restrictions under this Agreement, IUL may suspend the affected access or terminate this Agreement in accordance with its applicable suspension and termination provisions, without prejudice to any other rights or remedies available to IUL, including the right to claim damages where legally permitted.

4.3. User’s license rights. Upon the Effective Date, User is granted with a non-exclusive, revocable, temporary, limited, non-sublicensable, non-transferable license to individually download and access the Cloud Services in the country where the User is based, to use the Cloud Services solely for the purposes described in article 2.3 above.

This license shall also apply in the event of any software updates, added components, web services, or supplements that IUL may provide or make available to User, to the extent that such items are not accompanied by a separate specific license, in which case the latter shall prevail.

Nothing in this license shall be deemed to be a transfer of any ownership rights to the User in the Cloud Services, or related to the Cloud Services. All rights not specifically granted under this license are reserved to IUL. IUL does not sell the Cloud Services to User, and the User does not purchase the Cloud Services to IUL. IUL only grants the rights defined in this Article 4.3. The User may only use the Cloud Services under the terms provided in this license and as described in article 2.5.1 and IUL shall retain all ownership, title and interest in and to the Cloud Services. This license does not imply the transfer to the User, either implicitly or explicitly, the industrial or intellectual property rights relating to the third-party software that may be included in the Cloud Services.

IUL reserves the right to update and/or modify the content of this license at any time without prior notice.

The Client and/or the User agree to make available to IUL all relevant records for review during its normal business hours, and to permit IUL, subject to reasonable prior written notice, to review its use of this license. If the result of such reviews or inspections indicates that the Client and/or the User is making a non-conforming use of the Cloud Services or breaching this SaaS Agreement, IUL reserves the right to immediately terminate this SaaS Agreement and to claim damages caused to it.

4.4. 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 SaaS Agreement ceases to be in force for any reason.

5. OBLIGATIONS, WARRANTIES, LIABILITIES AND MAINTENANCE.

5.1. Obligations.

5.1.1. Upon the Effective Date, Client shall only authorize Users or Groups that are linked to the Client through a professional contractual relationship, that necessarily need access to the Cloud Services to perform its professional tasks. The Client and/or the User will be responsible for ensuring that its employees, collaborators and suppliers whose intervention is necessary for the correct installation and handling of the Cloud Services, have the necessary knowledge and training to do so.

5.1.2. Upon the Effective Date, Supplier undertakes to:

Respect the applicable law and fully comply with the SaaS Agreement.
Use the Cloud Services according to article 2.5.1 of this SaaS Agreement.
Not use the Cloud Services under any of the prohibited uses set forth in article 2.5.3 of this SaaS Agreement.
Respect the terms of the license of the Cloud Services under the SaaS Agreement.
Authorize Users or Groups, only when the relevant Client has paid for Units so that the Users appointed by the Client can download and access the Cloud Services under this SaaS Agreement.
Inform immediately IUL of any infringement of IUL’s proprietary rights in the Cloud Services detected by the Supplier, and provide all reasonable information that the Supplier needs for the defence of its interests.

5.1.3. Upon the Effective Date, User undertakes to:

Respect the applicable law and fully comply with the SaaS Agreement.
Use the Cloud Services according to article 2.5.1 of this SaaS Agreement.
Not use the Cloud Services under any of the prohibited uses set forth in article 2.5.3 of this SaaS Agreement.
Respect the terms of the license of the Cloud Services under the SaaS Agreement.
Inform immediately IUL of any infringement of IUL’s proprietary rights in the Cloud Services detected by the User, and provide all reasonable information that the User needs for the defence of its interests.

5.2. No warranties. Except for the obligations expressly undertaken by IUL under this SaaS Agreement, including the Service Level Agreement set out in Schedule 1, and to the maximum extent permitted by applicable law, the Cloud Services are provided on an “as is” and “as available” basis.

The Party acknowledges that the Cloud Services may be subject to errors, inaccuracies, interruptions or limitations inherent to software and artificial intelligence-based systems. IUL does not warrant that the Cloud Services will operate uninterrupted or error-free, that all Results will be accurate in every circumstance, or that the Cloud Services will meet the Party’s specific requirements or intended applications.

To the maximum extent permitted by applicable law, IUL disclaims all other warranties and conditions, whether express, implied or statutory, including any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose and non-infringement of third-party rights.

No oral or written statement made by IUL, its employees or the Supplier shall create any additional warranty unless expressly agreed in writing by IUL.

Nothing in this clause shall exclude or limit any liability or obligation that cannot lawfully be excluded or limited.

5.3. 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 circumstance shall 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 Cloud Services, for whatever reason; for any changes that the Cloud Services may cause to perform specific results in the device where the Party has downloaded the Cloud Services; for the maintenance or updates conducted to the Cloud Services; and/or for the device, Internet connection or operating system used by the Party to access the Cloud Services. IUL shall only be responsible for operation and maintenance under the scope of the Service Level Agreement included in Schedule 1 of this SaaS Agreement. In no event shall IUL’s total liability to the Party for all damages (other than as may be required by applicable law) exceed the amount paid by the relevant Party to IUL during the last 6 months upon the damage arises.

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 Cloud Services and/or IUL and/or any third parties by the User, as well as for any breach of this SaaS Agreement by the User.

5.4. Maintenance. IUL shall be entitled to conduct any corrective, adaptive, perfective and preventive software maintenance to the Cloud Services. IUL will make its best efforts to conduct the relevant maintenance to the Cloud Services, under articles 5.2 and5.3 of this SaaS Agreement, as well as under the Service Level Agreement included in Schedule 1 of this SaaS Agreement.

5.5. Doubts, claims, recommendations and suggestions. If a doubt, claim, recommendation or suggestion arises to one Party, it can be provided to IUL at iul@iul-inst.com. IUL will make its best efforts to respond, investigate and solve it, under articles 5.2 and 5.3 of this SaaS Agreement, as well as under the Service Level Agreement included in Schedule 1 of this SaaS Agreement.

Any and all contents included in any doubt, claim, recommendation or suggestion regarding the SphereFlash® AI Colony Counting Software and/or the Cloud Services provided to IUL, will grant IUL an exclusive, free, permanent, sublicensable, transferrable license for any and all intellectual and industrial property exploitation rights upon them, for all territories in the world, for IUL’s use of any kind.

6. PERSONAL DATA.

6.1. IUL shall process, as a controller, personal data to enter into the SaaS Agreement and to allow downloading and accessing the Cloud Services, being this processing necessary for the performance of the SaaS 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 Cloud Services. IUL shall also process personal data to send surveys to the Users and receive their feedback of the Cloud Services’ and the SphereFlash® AI Colony Counting Software’s operation and functionalities, under IUL’s legitimate interest to obtain information as regards with the User’s experience and perception of the SphereFlash® AI Colony Counting Software and the Cloud Services, in order to detect room for improvement and update the Cloud Services if IUL considers it appropriate. 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 processed while the SaaS Agreement is in force, and subsequently, 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.

On the other hand, in the event the Party consents to receive IUL’s newsletter in the first access to the Cloud Services, IUL shall process the relevant email address, as a controller, to send the newsletter and attend any rights exercised by the Party. The User shall have the right to withdraw consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal, nor affecting its access to the SphereFlash® AI Colony Counting Software and/or the Cloud Services. 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 processed as long as the consent is not withdrawn, 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 C/ Ciutat d’Asunción, 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).

6.2. Client shall process, as a controller, the personal data of the Users appointed by the Client authorized to download and have access to the Cloud Services. 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.

6.3. Supplier shall process, as a processor, personal data of the Users appointed by the Client authorized to download and have access to the Cloud Services. 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 2 of this SaaS 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 6.3 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 SaaS 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.

6.4. International transfers involving the Supplier and IUL shall be governed by Schedule 3 of this SaaS 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.

6.5. 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 3 of this SaaS Agreement.

6.6. 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 3. 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.

7. TERM AND TERMINATION.

7.1. Term. The SaaS Agreement will enter into force on the Effective Date and will remain valid indefinitely, until terminated for one of the reasons described in article 7.2 below.

7.2. Grounds for termination. The SaaS Agreement can be terminated at any time for any reason with a notice of 30 days sent by one party to the other party, in writing.

This SaaS 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 SaaS 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 SaaS Agreement by any of the parties, will entitle the other party to the decision to terminate the SaaS 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 SaaS Agreement with immediate effects.

7.3. Obligations after termination of the SaaS Agreement. Once the SaaS Agreement is terminated, the Party shall cease all use of the Cloud Services and delete all IUL’s confidential information and all its existing copies, except for the 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. The termination of the SaaS Agreement will imply automatically the termination of the license of the SphereFlash® AI Colony Counting Software and the Cloud Services.

Once the SaaS Agreement is terminated, IUL shall not be responsible for any migration or loss of data within the Cloud Services or the SphereFlash® AI Colony Counting Software.

8. APPLICABLE LAW AND JURISDICTION.

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

8.2. Jurisdiction. To exercise as many actions, conflicts and incidents that may correspond to the parties with regard to the SaaS 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.

9. MISCELLANEOUS.

9.1. 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 SaaS 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 SaaS Agreement.

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

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

9.4. Nullity and severability. In the event that any article in this SaaS 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 SaaS 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 SaaS Agreement whose removal would significantly undermine the balance of the parties’ reciprocal considerations.

9.5. Waiver. Any waiver to exercise a right or not claiming fulfilment of any obligation or remedy of a breach of the SaaS 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.

9.6. Assignment and subcontracting. The Party shall not be entitled to assign this SaaS Agreement, nor subcontract its performance, without IUL’s prior written authorisation.

IUL shall be entitled to freely assign this SaaS Agreement to any third party, or subcontract its performance totally or partially to any third party of its choice. Under no circumstances shall IUL be liable for an action or omission not directly and objectively attributable to IUL.

SCHEDULE 1

SERVICE LEVEL AGREEMENT (SLA)

1. Service Availability
IUL provides the Cloud Services through a cloud infrastructure designed for high availability, incorporating geographical redundancy and automatic service failover capabilities.

The infrastructure is designed to maintain service continuity in the event of individual component failures, including the redirection of processing operations to alternative resources when necessary. Such redirection may result in temporary service performance degradation.

IUL commits to a minimum monthly infrastructure availability of 99.5%.

Service availability refers to the operational accessibility of the Cloud Services’ core cloud functionalities, including AI colony counting and the storage and retrieval of results.

Failures attributable to the User’s equipment, local software environment, Internet connectivity or other systems outside IUL’s control shall not be considered service unavailability.

2. Service Monitoring and Recovery

The Cloud Services are subject to continuous 24/7 monitoring through a dedicated cloud operations service.

In the event of a critical service interruption, the operations team shall initiate the applicable recovery procedures, with the objective of restoring service availability to the last known stable operational state.

Critical service interruptions shall receive an initial operational response within a maximum of two (2) hours from detection or qualified notification.

Where additional corrective actions are required, incidents shall be escalated to IUL’s software engineering team for further investigation and resolution during its normal business hours.

Service restoration and permanent resolution of the underlying cause are separate activities. Restoration of service availability shall take priority over permanent corrective actions.

3. Incident Classification and Technical Support

Service incidents shall be classified according to their impact on the availability of the Cloud Services:

Critical: Complete unavailability of the Cloud Services’ core cloud functionalities, preventing normal service operation.
Non-Critical: Any incident or service degradation that does not prevent the continued operation of the Cloud Services.

IUL shall provide technical support according to the following response times:

Incident severity Response time Coverage

Critical 2 hours 24/7

Non-Critical 4 hours Business hours

Response times refer to the initiation of incident assessment and handling following detection or notification and do not constitute guaranteed resolution times.

Critical incidents are covered by continuous 24/7 operational monitoring and response. Non-Critical incidents shall be handled during IUL’s normal business hours.

4. Support Channels and Business Hours

Users may report service incidents through the following support channels:

Region Support hours Contact

United States 08:00 to 16:30 Eastern Time (EST/EDT) support@iul-instruments.us

Rest of the world 08:00 to 16:30 Central European Time (CET/CEST) support@iul-inst.com

Support requests shall be handled during the applicable regional business hours.

The continuous 24/7 monitoring and operational response service remains active independently of the above customer support schedules.

5. Liabilities

IUL shall be solely liable for the maintenance and operation of the Cloud Services within the scope of the remedies and limitations of liability established in Article 5.3 of the SaaS Agreement.