Software License cum User Terms and Conditions

1.1. Services.

This Agreement governs your initial subscription to ActiveSLR Software, Support and Maintenance for the Software and access to the services and features of the software through web browser as a subscriber, and any Additional Services, as well as any future subscription/purchases made by you that reference this Agreement. This Agreement includes each Order, the ActiveSLR Policies, the Product-Specific Terms, if any, and any other referenced policies and terms. The Services and its permitted use are further described in the Documentation. The term “The Services” includes Documentation unless otherwise specified.

1.2. Cloud Products.

This Agreement apply to ActiveSLR hosted or cloud-based software services or solutions or deployments unless there is specifically notified agreement otherwise.

2.1. Account Registration and Authorized Users.

You must register for an account with us in order to access the Services though internet post your subscription. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account.

Once you have registered and accessed the Services or paid (when applicable) for it then you will be designated as an Authorized User to access and use the Services for your business. According to the functionality of having access and use of the Services the Authorized Users can be categorized into two as given below. Regardless of being in either category only the Authorized User shall be allowed to have access to and use the Services.

2.2. Primary/Internal Users.

You, being the licensee/subscriber, will be designated as the Primary/Internal User and Only Authorized Users (further authorized by you) may access and use the Services. Those Authorized Users can be your employee, collaborators, and agents working for you or the Secondary/External Users (as described in 2.3) whom you shall be allowing access and authorization to use the Services. You are responsible for compliance with this Agreement by all Authorized and/or Secondary/External Users, including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or from adding Authorized Users). All use of the Services must be solely for the benefit of you or your Affiliates (except as expressly permitted in Section 2.3 below) and must be within the Scope of Use.

2.3. Secondary/External Users.

As may be further described in the Documentation, certain features of the Services may be used by your clients/customers when you allow them the access to the Services. Subject to the terms and conditions of this Agreement, you may grant your own customers’ end users (“Secondary/External Users” ) limited rights to use the Services solely so that they may view and interact with such resources. You may not permit Secondary Users to use the Services for purposes unrelated to supporting your own offerings or grant Secondary Users administrator, configuration or similar use of the Services. You will not charge Secondary Users any specific fee for use of the Services. You are responsible under Section 2.2 (Authorized Users) for all Secondary/External Users as “Authorized Users” and are otherwise solely responsible for your Secondary relationships. Notwithstanding anything to the contrary in this Agreement, ActiveSLR has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users.

3.1. Your License Rights.

Subject to the terms and conditions of this Agreement, ActiveSLR grants you a non-exclusive, non-sublicensable and non-transferable license to access and use the Services during the applicable License cum Subscription Term for your own business, academic, or other purposes, in accordance with this Agreement, your applicable Scope of Use, the Documentation and all Laws prevailing and acceptable in the commercial world subject to applicable local laws in the region where you are located.

3.2. Restrictions.

Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Services; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Services to a third party; (c) use the Services for the benefit of any unauthorized third party and encourage or assist any third party to do any of the foregoing; (d) incorporate the Services into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Services or otherwise circumvent mechanisms in the Services intended to limit your use and/or circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Services; (h) use the Services for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Services; (j) have or allow anyone else to have unauthorized access to the code, source code and or programming level access with an intention to hack, alter, modify and/or damage the functionality of the Services or to copy the contents thereof with or without any mala fide intention; (k) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services; (l) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; (m) use automation software (bots), hacks, unauthorized modifications (mods) or any other unauthorized third-party software designed to modify the Services; (n) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation; (o) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; (p) allow the Services to be used on an external commercial rental, remote job entry, time- sharing, or service bureau arrangement; or (q) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; (r) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (s) use the Services for illegal, harassing, unethical, or disruptive purposes; (t) violate any applicable law or regulation in connection with your access to or use of the Services; or (u) access or use the Services in any way not expressly permitted by these Terms.

3.3. Attribution.

In any use of the Services, you must not remove, obscure, or alter in any way the following attribution to ActiveSLR on all user interfaces to the Services, work derivatives and publications: “Powered by ActiveSLR,” which must in every case include a hyperlink to https://www.activeslr.io, and which must be in the same format as delivered through the Services.

3.4. System Requirements.

You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Services to run smoothly in your system, as specified in the Documentation. ActiveSLR will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by ActiveSLR.

3.5. Indemnification by You.

You will defend, indemnify and hold harmless ActiveSLR (M/s PharmaQuant Insights Private Limited) from and against all and any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against ActiveSLR (a) arising from or related to your breach of Section 2.2 (Primary/Internal Users) or any claims or disputes brought by Secondary/External Users arising out of their use of the Services; (b) by a third party relating to Your Use of the Services (including but not limited to any representations or warranties you make about Your Use of the Services or any outcome from that) or your breach of any terms and condition of this Agreement; (c) by a third party related to your Customer Materials, by a third party relating to any non-ActiveSLR content or data used by you or your Secondary Users in connection with the Services; (c) arising out of any unauthorized or unwarranted actions by you like introduction of bugs, hacking, deliberately crashing the Services to cause harm etc. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim by ActiveSLR; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of ActiveSLR at your expense.

3.6 No Reverse Engineering.

You shall not, and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the ActiveSLR Software or any and all services provided by the ActiveSLR Services, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of open-sourced components included with the ActiveSLR Services).

3.7 Processing of data.

ActiveSLR Services are used by the users like You to acquire and upload data and process data for further analysis whose outcome may be used to take business/academic decision. Since the outcome of the analysis is based on the data input provided by you and as we have no control over your data, hence any outcome or error associated with the analysis shall be your responsibility and no way we shall be responsible or liable for such outcome or any claims, business or otherwise, made by you against us for the use of the Services. It is hereby declared, and you understand and agree that any output published or stored on ActiveSLR, as a result of the data processing, shall be accessible to ActiveSLR and ActiveSLR shall be free to use, access and synthesize the stored/published output free of cost without paying any royalty for such use.

ActiveSLR may collect certain data and information from you and Secondary/External Users in connection with your and Secondary Users’ use of the Services and otherwise in connection with this Agreement. All such data and information will be collected and used by ActiveSLR in accordance with ActiveSLR’s Privacy Policy, which you acknowledge.

5.1. Support and Maintenance.

During the period for which you have active access and subscription, ActiveSLR will provide Support and Maintenance for the Services in accordance with the ActiveSLR Support Policy and Enterprise Support and Services Policy (if applicable). Support and Maintenance for Services includes access to New Releases, if and when available, and any references to “the Services” in this Agreement include New Releases.

6.1. License Term.

The License Term never expires once you have subscribed. The License Term will commence on the Subscription date and will never expire unless you communicate to us for termination of the subscription in writing.

6.2. Increased Scope of Use.

During your License Term, you may increase your Scope of Use (e.g., adding Authorized Users, licenses, copies or instances) by adding user(s). Any increases to your Scope of Use will be subject to applicable terms and conditions of this Agreement.

6.3. Payment.

There will be no fee applicable initially at the time of registration with ActiveSLR to gain access to the Services. We reserve the right to change our subscription plans or adjust pricing for the Services in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise provided in these Terms, any price changes or changes to your subscription plan will take effect following reasonable notice of 90 days to you.

6.4. Future Functionality; Separate Purchases.

You acknowledge that the Services and Additional Services referenced in an Order are being subscribed to separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Services and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Services beyond the current License Term or any New Releases), or dependent on any oral or written public comments made by ActiveSLR regarding future functionality or features.

For whatever reason under this agreement no access to any ActiveSLR APIs, Software Development Kit (SDKs) or other ActiveSLR developer assets will be allowed, and any such access shall be construed be unauthorized access by the user.

At our request, you agree to provide a signed certification that you are using all Services pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Services (including that of your Authorized Users). We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal local business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to ActiveSLR at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section 9 to such licensors.

9.1 Ownership of the Services.

The Services is made available on a limited license or access basis, and no ownership right whatsoever is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. ActiveSLR, PharmaQuant Insights Private Limited and its licensors have and retain perpetual all right, title and interest, including all intellectual property rights, in and to ActiveSLR (including the Services). The Services, including their “look and feel” (e.g., text, graphics, images, logos representations, appearance), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company owns all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We reserve all rights in connection with the Services and its content (other than “Your Content”), including, without limitation, the exclusive right to create derivative works.

9.2 Ownership of Trademarks.

The Company’s name, the Company’s logo and all related names, logos, product and service names, designs and slogans, including “ActiveSLR” are trademarks of the Company or its affiliates. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

9.3 Grant of License for Your Content.

In connection with your use of the Services, you may be able to post, upload, or submit content, for analysis or otherwise, to be made available through the Services ( “Your Content”). In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is stored with us and unless removed on direction of any court order), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that, to the extent that you make Your Content available to other users, those other users of the Services shall have the right to comment on and/or tag Your Content and/or use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

9.4 Ownership of Feedback.

From time to time, you may choose to submit Feedback to us. ActiveSLR may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits ActiveSLR's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

9.5 Collaborations.

(a) As part of the Services, you may be asked to collaborate on another user’s project. You acknowledge and agree that any content, including comments and other inputs, that you provide as part of that collaboration (“Project Content”) is considered an integral part of the project and you hereby grant the project owner a royalty free, transferable, sub-licensable, worldwide and irrevocable license to access and use the Project Content in relation to such project, including to reproduce, distribute, prepare derivative works, display, and perform such Project Content. You also acknowledge that, in order to maintain the integrity of each project, only the project owner may authorize the deletion of any Project Content, and such license shall continue until the project owner authorizes the deletion of the Project Content; and (b)We shall not be a contracting party to any agreements or arrangements entered into by you and any other user of the Services (including without limitation project collaborators or project owners) or other third party, unless there is a written consent and agreement from our side to be a party in the said project. You are solely responsible for the execution and/or fulfilment of agreements you enter into. We shall not be held responsible for breaches of duty in relation to such agreements. If there is a dispute between you and another user of the Services (including without limitation project collaborators or project owners) or other third party, you agree that we assume no responsibility and are under no obligation to become involved. You acknowledge and agree that you are solely responsible for any disputes between you and any other user of the Services or other third party that we shall not be involved or in any way responsible for such disputes.

9.6 Academic and Corporate Memberships.

(a) For individuals covered under an academic or corporate membership, you acknowledge and agree that the administrator of such membership has the right to manage all users granted access to such membership. As such, your administrator may review your projects, allocate roles or project owners of projects and suspend or deactivate your account. (b) Administrators of academic or corporate memberships shall ensure that each user accessing the Services under such membership shall register for their own Account and agreed to these Terms.

9.7 Notice of Infringement.

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with the applicable laws in the region you are operating, by providing the following information in writing: (a) identification of the copyrighted work that is claimed to be infringed; (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; (c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address; (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to support@activeslr.io. A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to Applicable laws of the region. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide written communication to us.

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, proprietary, technical and financial information disclosed to such party (“Receiving Party””) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any ActiveSLR Technology or know how and any performance information relating to the Services will be deemed Confidential Information of ActiveSLR without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 11. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so, required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

11.1. Term.

This Agreement is effective as of the Effective Date and continues perpetually till You ask us in writing to terminate.

11.2. Survival.

The following Sections will survive any termination or expiration of this Agreement: 3.2 (Restrictions), 3.6 (Indemnification by You), 7 (No-Charge Services) (disclaimers and use restrictions only), 10 (Ownership and Feedback), 11 (Confidentiality), 12 (Term and Termination), 13.3 (Warranty Disclaimer), 14 (Limitations of Liability), 15 (IP Indemnification by ActiveSLR) (but solely with respect to claims arising from your use of the Services during the License Term), 17 (Dispute Resolution), and 22 (General Provisions).

12.1. General Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If you are an entity, you represent and warrant that this Agreement and each Order is entered into by an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of this Agreement.

12.2. Virus Warranty.

ActiveSLR further represents and warrants that it will take reasonable commercial efforts to ensure that the Services, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, your sole and exclusive remedy, and ActiveSLR’s sole obligation, is to provide an appropriate and reasonable technical support as per the equity and law.

12.3. Warranty Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1 (GENERAL WARRANTIES) AND 13.2 (VIRUS WARRANTY), ALL SERVICES, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND ACTIVESLR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ACTIVESLR WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ACTIVESLR. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ACTIVESLR NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, THE SERVICES, SYSTEM, OR DATA; (C) THE SERVICES (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.2 (VIRUS WARRANTY), THE T SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

13.1. Consequential Damages Waiver.

NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

13.2. Nature of Claims and Failure of Essential Purpose.

The parties agree that the waivers and limitations specified in this Section 13 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

14.1 Foreground and Background IPR.

Unless otherwise provided, the parties understand and accept that all Intellectual Property Rights of either party (or where applicable, the third party from whom its right to use the Intellectual Property Rights has derived) existing prior to the Effective Date shall remain the exclusive property of the party (or relevant third party) owning such Intellectual Property Rights and nothing in relation to the Agreement shall operate as a transfer or license of such.

ActiveSLR shall own all Intellectual Property Rights created or arising out of any work carried out by or for ActiveSLR in the performance of its obligations under the Agreement, including, without limitation, all right, title and interest in any ideas, concepts, know how, techniques, code, materials, documentation and other work product (on whatever media).

ActiveSLR reserves the right to use any and all skills, expertise, technical knowledge and know-how gained and/or arising from the Agreement in the provision of similar services to other customers and/or potential customers and Customer shall place no restriction whatsoever on such right.

In the event Customer wishes ActiveSLR to assign ownership of newly created and/or developed Intellectual Property Rights to Customer, then this shall be subject to discussion by the parties on a case-by-case basis.

The parties understand and agree that on some of the Intellectual Properties like client data which are publicly available, no party shall claim any kind of rights and consequently no claim shall be raised on such Intellectual Property. Additionally, the parties understand and agree that any information that would be covered under the ‘Data Confidentiality” shall belong to the client.

14.2 Royalty Free License to ActiveSLR.

You voluntarily agree and allow ActiveSLR, PharmaQuant Insights Private Limited, to have perpetual ‘royalty free’ license on to use, disseminate, publish and sell any and all Your Content, data, output, report and published item on or through ActiveSLR Services for any purpose that the Company may deem fit and proper under the provisions of the applicable laws in the region of its operation.

We will defend you against any claim brought against you by a third party alleging that the use of Services offered by ActiveSLR, when used as authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by ActiveSLR (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event, notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. You understand and agree that the above third-party claim indemnification is only related to an infringement caused by or due to the use of the services offered by ActiveSLR and any third-party claim rising out of any infringement by you, whether directly or indirectly, through the use of the Services will not be indemnified. If your use of the Services is (or in our opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right or license for your continued use of the Services in accordance with this Agreement; (ii) substitute substantially functionally similar Services; or (iii) terminate your right to continue using the Services and refund any license fees pre-paid by you for use of the Services for the terminated portion of the applicable License Term or, in the case of any “perpetual” licenses, the license fee paid by you as reduced to reflect a three (3) year straight-line depreciation from the license purchase date. ActiveSLR’s indemnification obligations above do not apply: (1) if the Services are modified by any party other than ActiveSLR, but solely to the extent the alleged infringement is caused by such modification; (2) if the Services is used in combination with any non-ActiveSLR product, Services, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (3) to unauthorized use of the Services; (4) to any Claim arising as a result of (a) circumstances covered by your indemnification obligations in Section 3.6 (Indemnification by You) or (b) any third-party deliverables or components contained with the Services; (5) to any unsupported release of the Services; or (6) if you settle or make any admissions with respect to a Claim without ActiveSLR’s prior written consent. THIS SECTION 16 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SERVICES OR OTHER ITEMS PROVIDED BY ACTIVESLR UNDER THIS AGREEMENT.

We may identify you as an ActiveSLR customer in our promotional materials. We will promptly stop doing so within 15 days from the date of receipt of such request sent to support@activeslr.io. by you

17.1. Informal Resolution.

In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement pursuant to Section 18.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 18.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

17.2. Governing Law; Jurisdiction.

Regardless of where you are domiciled (a) these Terms will be governed by and construed in accordance with the applicable laws of India, without giving effect to the principles relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of India, and each party irrevocably submits to the sole and exclusive jurisdiction of the courts of India, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees.

17.3. Injunctive Relief; Enforcement.

Notwithstanding the provisions of Section 18.1 (Informal Resolution) and Section 18.2 (Governing Law; Jurisdiction), nothing in this Agreement will prevent ActiveSLR from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

The Services may include code and libraries licensed to us by third parties, including open-source software. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

19.1. Modifications Generally.

We may modify the terms and conditions of this Agreement (including ActiveSLR Policies) from time to time, with notice given to you by email, through the Services or through our website. Together with notice, we will specify the effective date of the modifications.

19.2 No-Charge Services.

You must accept the modifications, as and when applicable, to continue using the No-Charge Services. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Services.

19.3 ActiveSLR Policies.

Our products and business are constantly evolving, and we may modify the ActiveSLR Policies from time to time, including during your then-current License Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to the ActiveSLR Policies that, considered as a whole, would substantially diminish our obligations during your then-current License Term. Modifications to the ActiveSLR Policies will take effect automatically as of the effective date specified for the updated policies.

20.1. Notices.

Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to 903, Infinity IT Lagoon, Block EP & GP, Sector -V, Bidhannagar Kolkata 700091, WB, India. Your notices to us will be deemed given upon our receipt.

20.2. Force Majeure.

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

20.3. Assignment.

You may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, you may assign this Agreement in its entirety (including all Orders) to your successor resulting from your merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this Agreement. Any attempt by you to transfer or assign this Agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under this Agreement, in which case we will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.

20.4. Entire Agreement.

This Agreement is the entire agreement between you and ActiveSLR relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations between you and ActiveSLR with respect to the Services or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

20.5. Conflicts.

In event of any conflict between the main body of this Agreement and either the ActiveSLR Policies or Product-Specific Terms, the ActiveSLR Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.

20.6. Waivers; Modifications.

No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 20 (Changes to this Agreement), any amendments or modifications to this Agreement must be executed in writing by the authorized representatives of ActiveSLR and you.

20.7. Interpretation.

As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

20.8. Independent Contractors.

The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.

Certain capitalized terms are defined in this Section 22, and others are defined contextually in this Agreement.

“Additional Services” means any other services that would be provided to you as new features in addition to the services mentioned and provided to you by ActiveSLR, and as identified in an Order.

“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

“ActiveSLR Policies” means ActiveSLR’s Acceptable Use Policy, Privacy Policy, Online Community Platforms Terms of Use, Support Policy, Enterprise Support and Services Policy, terms for Third Party Code in ActiveSLR Products, and (unless otherwise specified) any other policies or terms referenced in this Agreement.

“ActiveSLR Technology” means the Software (including all No-Charge Software), ActiveSLR Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

“Authorized Users” means the specific individuals whom you designate to use the applicable Services and for whom you have paid the required fees. Authorized Users may be your or your Affiliates’ employees, representatives, consultants, contractors, agents or other third parties who are acting for your or your Affiliates’ benefit or on your or your Affiliates’ behalf. Authorized Users also include any Secondary Users that you permit to use the Services, subject to Section 2.3 (Secondary Users).

“Documentation” means our standard published documentation for the Services.

“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Services, Support and Maintenance or Additional Services.

“Laws” means all applicable local, state, federal, national and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.

“License Term” means your permitted license term for the Services, as set forth in an Order.

“New Releases” means any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Services that ActiveSLR makes available to you as part of Support and Maintenance.

“Order” means ActiveSLR’s applicable ordering documentation or other purchase flow referencing this Agreement. Orders may include purchases of Services licenses, Support and Maintenance, Additional Services, increased or upgraded Scope of Use or renewals.

“Product-Specific Terms” means additional terms that apply to certain Services and Additional Services.

“Scope of Use” means your authorized scope of use for the Services as specified in the applicable Order, which may include: (a) number and type of Authorized Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.

“The Services” means ActiveSLR’s commercially available software products, including mobile applications of such products, Online platform, website and application. Your Order will specify the Services that you may use.

“Support and Maintenance” means ActiveSLR’s support and maintenance services for the Services. Your level of Support and Maintenance will be specified in your Order.

“Training” means ActiveSLR-provided training and certification services.