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.
“You” and “your” refers to the individual or entity who is using this software as a service from http://abrbacademy.com/ and or through mobile applications of ABRB - Any Body Read Biology (“ABRB Academy”) by executing this software as a service agreement (collectively, the “agreement”). Software as a service includes the right to use ABRB Academy 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 ACADEMY as part of the services. The term “services” refers to the software products owned or distributed by ABRB ACADEMY to which ABRB ACADEMY 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.
This software as a service agreement is applicable for the services received from http://abrbcademy.com/
Upon ABRB ACADEMY’s acceptance of your request for registration with http://http://abrbcademy.com// 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 ACADEMY programs specified in the ordering document and the services shall terminate.
You retain all ownership and intellectual property rights in and to your data. ABRB ACADEMY or its licensors retain all ownership and intellectual property rights to the services. ABRB ACADEMY retains all ownership and intellectual property rights to anything developed and delivered under the agreement.
You may not:
ABRB ACADEMY does not guarantee that the services will be performed error-free or uninterrupted, or that ABRB ACADEMY will correct all services errors. you acknowledge that ABRB ACADEMY 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 ACADEMY 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.
If a third party makes a claim against ABRB ACADEMY (“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 ACADEMY believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, ABRB ACADEMY 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 ACADEMY may end the license for the applicable Services. ABRB ACADEMY will not indemnify you if you alter the Services or uses it outside the scope of use identified in ABRB ACADEMY’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 ACADEMY 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 ACADEMY. ABRB ACADEMY 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 ACADEMY. ABRB ACADEMY 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 ACADEMY 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.
Support services provided under the agreement may be revised on ABRB ACADEMY’s sole discretion.
Services provided under this software as a service agreement shall be provided until (i) the user opts to cancel the services or (ii) ABRB ACADEMY terminates the Services, at its discretion. At the end of the services term, all rights to access or use the services, including the ABRB ACADEMY shall end.
At your request, and for a period of up to 2 days after the termination of this Agreement, ABRB ACADEMY 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 ACADEMY 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.
You agree to pay for all services ordered as per the existing rates of ABRB ACADEMY. 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 ACADEMY must pay based on the services you ordered, except for taxes based on ABRB ACADEMY’s income. You will reimburse ABRB ACADEMY 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.
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 ACADEMY will protect the confidentiality of your data residing in the services environment in accordance with the ABRB ACADEMY 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.
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 ACADEMY document and no terms included in any such purchase order or other non-ABRB ACADEMY document shall apply to the services ordered.
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 ACADEMY’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 ACADEMY 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 ACADEMY 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.
1. ABRB ACADEMY 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 ACADEMY and its subcontractors to perform the services under the agreement.
3. ABRB ACADEMY may audit your use of the services. You agree to cooperate with ABRB ACADEMY’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 ACADEMY can end your services and/or the agreement. You agree that ABRB ACADEMY shall not be responsible for any of your costs incurred in cooperating with the audit.
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.
In performing the services, ABRB ACADEMY will comply with the ABRB ACADEMY Privacy Policy, which is available http://abrbacademy.com/ privacypolicy and incorporated herein by reference. The ABRB ACADEMY Privacy Policy is subject to change at ABRB ACADEMY’s discretion. You agree to provide any notices and obtain any consents related to your use of the services and ABRB ACADEMY’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.
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 ACADEMY under the agreement, ABRB ACADEMY reserves the right to remove or disable access to any material that violates the foregoing restrictions. ABRB ACADEMY shall have no liability to you in the event that ABRB ACADEMY takes such action. You agree to defend and indemnify ABRB ACADEMY against any claim arising out of a violation of your obligations under this section.
This Agreement is governed by the substantive and procedural laws of India and you and ABRB ACADEMY 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.
