Software as a service agreement
Important- read this software as a service agreement (this “agreement”) carefully before continuing registration. by clicking the "i accept" button or otherwise accepting this agreement through an ordering document that incorporates this agreement (the “ordering document”), you agree to follow and be bound by the terms and conditions of this agreement andprivacy policyor if you do not agree to all the terms and conditions in this agreement, you must select the "i decline" button and may not use the services.

A. Agreement Definitions
“You” and “your” refers to the individual or entity who is using this software as a service from http://abrb.co.in/ and or through mobile applications of ABRB - Any Body Read Biology (“ABRB”) by executing this software as a service agreement (collectively, the “agreement”). Software as a service includes the right to use ABRB and avail support services with respect to the same (collectively, the “services”). The term “program documentation” refers to the program user manual as well as any other materials provided by ABRB as part of the services. The term “services” refers to the software products owned or distributed by ABRB to which ABRB grants you access as part of the services, including program documentation, and any program updates provided as part of the services. The term “users” shall mean those individuals authorized to use the services. The term “your data” refers to the data provided by you that resides in services environment.

B. Applicability of Agreement
This software as a service agreement is applicable for the services received from http://abrb.co.in/

C. Rights Granted
Upon ABRB’s acceptance of your request for registration with http://abrb.co.in/ you have the nonexclusive, non -assignable, royalty free, worldwide limited right to use the services solely for your own individual use and subject to the terms of the agreement. By accepting to this agreement, you hereby agree to comply with the terms of this Agreement. The services are provided as described in, and subject to, the other policies of ABRB including the privacy policy.

Upon the end of the agreement or the services thereunder, your right to access or use the ABRB programs specified in the ordering document and the services shall terminate.

D. Ownership and Restrictions
You retain all ownership and intellectual property rights in and to your data. ABRB or its licensors retain all ownership and intellectual property rights to the services. ABRB retains all ownership and intellectual property rights to anything developed and delivered under the agreement.

You may not:
• make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations;
• modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to ABRB; and
• license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the services, materials available, to any third party.
The rights granted to you under the agreement are also conditioned on the following:
• except as expressly provided herein, no part of the services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
• you agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.

E. Warranties, Disclaimers and Exclusive Remedies
ABRB does not guarantee that the services will be performed error-free or uninterrupted, or that ABRB will correct all services errors. you acknowledge that ABRB does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. ABRB is not responsible for any delays, delivery failures, or other damage resulting from such problems.to the extent not prohibited by law, there are no other express or implied warranties or conditions including for hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose.

G. Indemnification
If a third party makes a claim against ABRB (“Recipient” ), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by you (“Provider”) and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
If ABRB believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, ABRB may choose to either modify the Services to be non -infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, ABRB may end the license for the applicable Services. ABRB will not indemnify you if you alter the Services or uses it outside the scope of use identified in ABRB’s user documentation or services policies or if you use a version of the Services which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services which was provided to you. ABRB will not indemnify you to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or services not furnished by ABRB. ABRB will not indemnify you to the extent that an infringement claim is based upon the combination of any Services with any products or services not provided by ABRB. ABRB will not indemnify you for infringement caused by your actions against any third party if the services as delivered to you and used in accordance with the terms of the agreement would not otherwise infringe any third party intellectual property rights. ABRB will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of the agreement (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of the agreement. This section provides the parties’ exclusive remedy for any infringement claims or damages.

H. Support Services
Support services provided under the agreement may be revised on ABRB’s sole discretion.

I. End of Agreement
Services provided under this software as a service agreement shall be provided until (i) the user opts to cancel the services or (ii) ABRB terminates the Services, at its discretion. At the end of the services term, all rights to access or use the services, including the ABRB shall end.
At your request, and for a period of up to 2 days after the termination of this Agreement, ABRB may permit you to access the services solely to the extent necessary for you to retrieve a file of your data then in the services environment.
You agree and acknowledge that ABRB has no obligation to retain your data and that your data may be irretrievably deleted following the termination of this Agreement.
Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

J. Fees and Taxes
You agree to pay for all services ordered as per the existing rates of ABRB. All fees due under the agreement are non-cancelable and the sums paid nonrefundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that ABRB must pay based on the services you ordered, except for taxes based on ABRB’s income. You will reimburse ABRB for reasonable expenses related to providing any on -site portion of the services. Fees for services listed in an ordering document are exclusive of taxes and expenses. All amounts invoiced hereunder are due and payable within 10 days of the date of the invoice.

K. Nondisclosure
By virtue of the agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential information shall be limited to the terms and pricing under the agreement, your data residing in the services environment, and all information clearly identified as confidential at the time of disclosure.
A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
We each agree to hold each other’s confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the agreement. ABRB will protect the confidentiality of your data residing in the services environment in accordance with the ABRB security practices. Nothing shall prevent either party from disclosing the terms or pricing under the agreement in any legal proceeding arising from or in connection with the agreement or from disclosing the confidential information to a governmental entity as required by law.

L. Entire Agreement
You agree that the agreement (including the information which is incorporated into the agreement by written reference (including reference to information contained in a URL or referenced policy and terms of service), is the complete agreement for the services ordered by you, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement. It is expressly agreed that the terms of the agreement shall supersede the terms in any purchase order or other non-ABRB document and no terms included in any such purchase order or other non-ABRB document shall apply to the services ordered.

M. Limitation of Liability
Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits (excluding fees under the agreement), data, or data use. ABRB’s maximum liability for any damages arising out of or related to this software as a service agreement or your order, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the total amounts actually paid to ABRB for the services under the order that is the subject of the claim in the three (3) month period immediately preceding the event giving rise to such claim. any damage in your favor against ABRB shall be reduced by any refund or credit received by you under the agreement and any such refund and credit shall apply towards the limitation of liability.

O. Other
1. ABRB is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
2. You shall obtain at your sole expense any rights and consents from third parties necessary for ABRB and its subcontractors to perform the services under the agreement.
3. ABRB may audit your use of the services. You agree to cooperate with ABRB’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. If you do not pay, ABRB can end your services and/or the agreement. You agree that ABRB shall not be responsible for any of your costs incurred in cooperating with the audit.

P. Force Majeure
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.

Q. Your Data
In performing the services, ABRB will comply with the ABRB Privacy Policy, which is available http://abrb.co.in/ privacypolicy and incorporated herein by reference. The ABRB Privacy Policy is subject to change at ABRB’s discretion. You agree to provide any notices and obtain any consents related to your use of the services and ABRB’s provision of the services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.

R. Restrictions on Use of the Services
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to ABRB under the agreement, ABRB reserves the right to remove or disable access to any material that violates the foregoing restrictions. ABRB shall have no liability to you in the event that ABRB takes such action. You agree to defend and indemnify ABRB against any claim arising out of a violation of your obligations under this section.

S. Applicable Law
This Agreement is governed by the substantive and procedural laws of India and you and ABRB agree to submit to the exclusive jurisdiction of, and venue in, the courts in Chennai in case of any dispute arising out of or relating to this Agreement.