Chronicle

Last Updated: June 25, 2021

THESE PRODUCT SPECIFIC TERMS – CHRONICLE (THESE “PRODUCT TERMS”) CONTAIN TERMS AND CONDITIONS THAT ARE IN ADDITION TO THOSE IN THE TERMS OF SERVICE FOR CLOUD PRODUCTS (“TERMS OF SERVICE FOR CLOUD PRODUCTS”), AND APPLY TO YOUR USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TERMS OF SERVICE FOR CLOUD PRODUCTS ALSO APPLY TO YOUR USE OF THE SERVICES. IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF SERVICE FOR CLOUD PRODUCTS AND THESE TERMS, THESE TERMS SHALL CONTROL.

  1. Definitions

    For purposes of these Terms, the following terms have the following meanings:

    1. Available" means the Services are available for access and use by you and your Authorized Users in the cloud and operating in material accordance with the Documentation.
    2. Cytiva" means Global Life Sciences Solutions USA LLC.
    3. Customer Failure” means any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Product Terms or the Terms of Service for Cloud Products.
    4. Exceptions” means the following exceptions to the Availability Requirement, and the Services will not be considered un-Available in connection with any failure to meet the Availability Requirement or impaired ability by you or your Authorized Users to access or use the Services that is due, in whole or in part, to any: (i) act or omission by you or your Authorized Users; (ii) Customer Failure; (iii) your or your Authorized User's internet connectivity; (iv) Force Majeure Event; (v) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Cytiva; (vi) Scheduled Downtime; or (vii) disabling, suspension, or termination of the Services.
    5. Services” means the cloud-based application for a unified digital platform to monitor facility manufacturing operations and supply chain logistic, for which electronic batch manufacturing records trace every step of the manufacturing process, and which is delivered as the service currently branded as “Chronicle” and made available by Cytiva.
  2. Capitalized terms used, but not defined in these Terms shall have the meanings given to them in the Terms of Service For Cloud Products.

  3. Service Plans
    1. Plans. Two service plans are available for the Services, the Pre-GMP Plan and the GMP Plan.

      1. Plan features for the Pre-GMP Plan include: (i) any data generated will be retained and made available for a period of at least three years, (ii) access to latest release functionality. Account registration is free-of-charge for the Pre-GMP Plan.
      2. Plan features for the GMP Plan include: (i) any data generated will be retained and made available for a period of at least five years, (ii) forced rational for changes to the master records, (iii) validation support package, (iv) sandbox for new release validation, (v) single tenant deployment. Account registration is subject to a one-time set-up fee and an annual fee for the GMP Plan.
      3. Service Term. Your access to the Services will expire at the end of the Service Term. In the case of Pre-GMP Plan, the Service Term begins upon your registration for a client account and ends upon account termination. In the case of GMP Plan, the Service Term begins upon your registration for a client account and ends when you cease to pay the annual fee associated with the account.
    2. Registration and Administrative Users
      1. When placing a new order for the Services you will identify the legal entity associated with your organization that will be accessing and using the Services. You will also be asked to name a first administrative user ("Admin User") who will have administrative control of the account. Cytiva will provide you with login credentials for the Admin User.
      2. Admin Users may (a) add and lock Authorized User accounts, (b) specify and amend the roles of Authorized Users, (c) create user teams; (d) add your branding (i.e. logos and company name) to several functionalities of the account and update other account features accessible to Authorized Users, and (e) take any other permitted action to administer your use of the Services. For clarity, this Section 2.2.2 is intended to and shall supersede Section 3.1.1 of the Terms of Service For Cloud Products.
      3. You may authorize users within your organization to access the Services. You may also authorize third parties to access the Services. Such third parties will be required to register for the Services, and you will remain responsible for the compliance of such third parties under the Terms of Service For Cloud Products and these Product Terms, as you would for any other Authorized User.
  4. Payment
    1. For clarity, this Section 3 is intended to and shall supersede Section 15.1 of the Terms of Service For Cloud Products.
      1. Fees
        1. As was stated above, customers with the GMP Plan shall pay an annual fee, which shall be set forth in the Order Form. The annual fee is in addition to the Fees outlined in Section 3.1.1.2 below.
        2. For both Pre-GMP Plan and GMP Plan customers, the Services are paid for on a “pay-per-use” basis. You shall pay all Fees in advance, on or prior to the due date in your invoice for the Services. You shall make all payments to the address or account and in the currency set forth in the applicable invoice. The Fees paid by you shall be applied to your account and shall be used to purchase "credits" which enable you to access the Services.
      2. Credits
        1. The Services are accessed using credits. Credits are allocated and distributed to you based on the Fees paid by you for the Services.
        2. Credits are available for purchase in bundles of 100. You may purchase up to a maximum of 50,000 credits at one time.
        3. Credits are consumed as designated within the Services. For example, credits will be consumed by you when: (i) generating a batch record; (ii) undergoing an ESOP; (iii) upon shipment; (iv) when data is uploaded to the Services. The credits consumed for a given activity will be as designated within the Services.
        4. Credits expire three years after the date of issuance. Expired credits may not be used or redeemed for new credits, or any other service or product. The Chronicle system will track the number of credits you have used, and you can view your credit balance within Chronicle. You may also contact Cytiva to monitor your credit balance at [email protected]. Cytiva intends to notify the customer’s Admin User(s) when there are twenty-five credits remaining.
        5. If you are a registered for the Pre-GMP Plan and you wish to access the Service without active, valid credits, you will only be able to retrieve (i) data generated with previously consumed credits and (ii) equipment service records.
        6. If you are a registered for the GMP Plan and you wish to access the Service without active, valid credits, you will only be able to retrieve (i) data generated with previously consumed credits and (ii) equipment service records. This limited access to records will terminate one (1) year after your account has become dormant (unless you have purchased an enhanced data retention plan as outlined in Section 4.1), but you will have no other access to the Services.
  5. Data Retention

    Please review the Cytiva Privacy Policy, as it describes Cytiva’s retention practices and policies for the data we collect from you, your Authorized Users and the Customer Systems. In respect of the Services, your data will be retained by Cytiva for not less than one (1) year after your account becomes dormant, and you will have the ability to access this data. For customers who require additional access, enhanced data retention services enabling customers to retain and access data for up to five (5) years, may be purchased under a separate agreement for an additional cost.

  6. Service Levels
    1. Availability. Cytiva will use commercially reasonable efforts to make the Services Available at least ninety-nine and one-half percent (99.5%) of the time as measured over the course of each calendar month during the Term, excluding unavailability as a result of any of the Exceptions (the “Availability Requirement”).
    2. Scheduled Downtime. Cytiva will use commercially reasonable efforts to notify you regarding scheduled downtime for routine maintenance of the Services at least twenty-four (24) hours prior notice of all scheduled outages of the Services ("Scheduled Downtime").
  7. Technical Support
    1. General Support. If you experience any technical issues in accessing the Services, you should first investigate and diagnose the problem. If you are still unable to solve the issue, please contact Cytiva by accessing online support. You may email Cytiva at [email protected] if the issue remains unresolved after accessing online support. For customers who require additional technical support, enhanced maintenance and support services may be purchased under a separate agreement for an additional cost.
    2. Updates. If you purchase the Pre-GMP Plan you will receive automatic updates of the Services, and Cytiva shall implement updates as available and necessary. Automatic updates may not be appropriate for all customers. For example, automatic updates may interrupt manufacturing in a GMP environment. It is recommended that customers in a GMP environment purchase the GMP Plan, which will allow the customer to choose when updates are made. CYTIVA ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A CUSTOMER OR AUTHORIZED USER ARISING FROM AUTOMATIC UPDATES TO THE SERVICES.
    3. Upon Cytiva’s request, customers who purchase the GMP Plan must adopt updates after a reasonable period of time. Cytiva will provide customers with reasonable notice and will assist customer with adopting such updates. For questions about GMP Plan updates, may email Cytiva at [email protected].
  8. Data Access By Cytiva

    Cytiva may view, review or otherwise analyze the data stored, inputted into or otherwise collected by the Service for maintenance, system administration, technical support, and for any other purpose necessary for Cytiva to perform the Services and/or to comply with laws and regulations. Such data access will be limited to designated members of the Chronicle technical support team and will comply at all times with the terms of the Cytiva Privacy Policy.