Last Updated: May 10, 2023
YOUR USE OF AND ACCESS TO THE ASEDASCIENCES SAAS SERVICES ARE SUBJECT TO THE ASEDASCIENCES’ TERMS OF USE (THE “TERMS”) AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES (“ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES”); IF YOU CANNOT OR DO NOT AGREE TO THE TERMS AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES, YOU ARE PROHIBITED FROM SUBSCRIBING FOR AND/OR USING THE SUBSCRIPTION SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO AND BE BOUND BY THE TERMS AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES AND ALL APPLICABLE LAWS. BY SUBSCRIBING FOR THE SUBSCRIPTION SERVICES ("ACCEPTANCE"), YOU CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE CLIENT AGREES TO BE BOUND BY THE TERMS AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES WITHOUT MODIFICATION. IF THE TERMS AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES. IF YOU CANNOT OR DO NOT AGREE TO THE TERMS AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES, YOU ARE PROHIBITED FROM SUBSCRIBING FOR, ACCESSING OR USING THE ASEDASCIENCES’ SAAS SERVICES. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES, THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES WILL CONTROL WITH RESPECT TO THE SUBSCRIPTION SERVICES. ALL DEFINED TERMS NOT OTHERWISE DEFINED IN THESE ADDITIONAL TERMS FOR SUBSCRIPTION SERVICES HAVE THE MEANING ASCRIBED TO THEM IN THE TERMS.
These Additional Terms for Subscription Services together with the Terms govern and set forth the terms and conditions with respect to Client’s purchase, subscription to and use of AsedaSciences SaaS Services available through our Websites and detailed in the Order.
Subject to Client's full compliance with all the terms and conditions of the Terms and these Additional Terms for Subscription Services, AsedaSciences will provide Client with non-exclusive, terminable, limited access to, and Client shall have the right to access and use, the Subscription Services in accordance with the Terms and these Additional Terms for Subscription Services solely for Client’s internal business use. AsedaSciences may, from time to time and in its sole discretion, modify, enhance or otherwise change the Subscription Services. AsedaSciences shall make the AsedaSciences Platform reasonably available to Client so that Client can use the Subscription Services in accordance with applicable documentation and the terms of the Order.
AsedaSciences reserves the right to, at any time, make necessary deployments of changes, updates or enhancements to the Subscription Services, to add or remove functionalities or features within the Subscription Services, or to suspend or stop the Subscription Services altogether. Should AsedaSciences suspend or stop the Subscription Services permanently, AsedaSciences shall notify Client in advance to provide Client with reasonable opportunity to download its data stored within the Subscription Services and move such data to an alternative service or location.
Client will be responsible for obtaining and maintaining at its expense all the necessary computer hardware, software, services, modems, connections to the internet and other items operated or provided by third parties ("Third-party Services") as required for Client's access and use of the Subscription Services. AsedaSciences is not responsible for the operation of any Third-party Services nor the availability or operation of the Subscription Services to the extent such availability and operation is dependent upon Third-party Services. AsedaSciences does not make any representations or warranties with respect to Third-party Services or any third-party providers.
All Users who access and use the Subscription Services through or on the behalf of an Institution or an Institution Account, shall be required to access and use the Subscription Services through email usernames and credentials that are clearly and conspicuously associated with the applicable Institution. Unless agreed to in an Order, an Institutional Account requires a paid subscription for the Subscription Services. The Institution is responsible for compliance of its Users with the Agreement.
For the use of the Subscription Services for personal purposes (and not on behalf of or in connection with any work or responsibilities for any Institution), Client shall use its personal e-mail address to register to create an account to access and use the Subscription Services (“Personal Account”).
Client will be responsible for maintaining the security of Client account credentials (e.g., username and passwords) and all activities that occur thereunder, with or without Client's knowledge or consent. Client (a) shall maintain its account credentials issued to them in confidence, (b) shall not share their account credentials with any other person, (c) fully log out at the end of each session with respect to the Subscription Services, and (d) refrain from any access to the Subscription Services after termination of this Agreement. Client shall immediately notify AsedaSciences in the events the security, confidentiality, or integrity of its account credential are compromised.
Client shall ensure all Client Data provided to AsedaSciences under this Agreement will meet industry standards and will be provided in accordance with any instructions, requirements or policies provided by AsedaSciences.
Client shall, and shall cause each User to, abide by these Additional Terms for Subscription Services. Any action or omission of a User shall constitute an act or omission of Client. Either Client or AsedaSciences may terminate or suspend any User’s access to the Subscription Services without notice; provided that Client will be provided with access to the Subscription Services for purposes of downloading Client Data under such circumstances. For the avoidance of doubt, each Institution shall cause any User accessing or using the Subscription Services through or by an Institution Account to agree to and abide by the terms of these Additional Terms for Subscription Services.
Client will use reasonable efforts to prevent any unauthorized use of the Software, the Subscription Services, AsedaSciences Data or the Third-Party Software and will promptly notify AsedaSciences in writing of any unauthorized use that comes to Client's attention and provide all reasonable cooperation to prevent and terminate such use.
Client shall make payment in the amount detailed in the Order. All charges for the Subscription Services (including but not limited to any monthly recurring charges and non-recurring charges) as identified in the relevant Order (“Fees”) shall be paid by credit card processed through a third-party processor and subject to the terms and conditions located here. AsedaSciences shall be entitled to increase its Fees upon a thirty (30) day prior notice to Client. All such payments shall be made immediately upon the processing of the credit card payment, and are non-refundable. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. Client shall keep accurate books and records reflecting its use of Subscription Services. AsedaSciences shall have the right to audit Client’s (and its User’s) use of the Subscription Services. AsedaSciences may conduct such an audit at its discretion from time to time. Client shall pay AsedaSciences’ out-of-pocket costs for any audit that discloses an underpayment by Client with respect to its, or its User’s, use of the Subscription Services (including any use of the Subscription Services by a User beyond usage rates set forth in an Order).
For the avoidance of doubt, in the event Client is authorized to access and use the Subscription Services without payment (e.g., a “free” or “trial” version), Client shall not use, and shall ensure its Users do not use, features that are not included within this limited “free” availability of the Subscription Services or it shall reimburse AsedaSciences for all such additional usage. Client shall also reimburse AsedaSciences for all reasonable costs incurred by AsedaSciences in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.
All Fees are net of taxes. Client shall pay any sales, use, value-added, property, and other taxes, withholdings and similar charges based on or arising from this Agreement (other than taxes based on AsedaSciences' net income). If AsedaSciences has the legal obligation to pay or collect taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client, unless Client provides AsedaSciences with a valid tax exemption certificate authorized by the appropriate taxing authority at the beginning of each billing period.
Client acknowledges and agrees that AsedaSciences shall not be responsible for any Client Data stored by Client using the Subscription Services.
AsedaSciences is hosted on Amazon Web Services (AWS). AWS undergoes various third-party independent audits on a regular basis, covering compliance controls for its data centers, infrastructure, and operations. This includes SOC 2 certification and ISO 27001 certification. According to the AWS Security Whitepaper: "AWS data centers are housed in nondescript facilities. Physical access is strictly controlled both at the perimeter and at building ingress points by professional security staff utilizing video surveillance, intrusion detection systems, and other electronic means. Authorized staff must pass two-factor authentication a minimum of two times to access data center floors. All visitors and contractors are required to present identification and are signed in and continually escorted by authorized staff." For more information on AWS security controls, see the AWS Security Whitepaper here.
Client shall further ensure that it has implemented and maintains security protection and adequate backup and recovery for Client Data and AsedaSciences strongly encourages Client to encrypt Client Data while in transit or at rest. Because the Internet is an inherently open and insecure means of communication, any Client Data a User transmits over the Internet may be susceptible to interception and alteration. AsedaSciences makes no guarantee regarding, and assumes no liability for, the security and integrity of any Client Data a User transmits via the Service or over the Internet, including any Client Data or information transmitted via any server designated as “secure”.
Client will not, and will not permit a User to: (a) violate the terms of the Agreement; (b) perform hidden activities (such as downloading components or other software); (c) impersonate, or misrepresent an affiliation with, any person or entity; (d) mine or analyze any AsedaSciences Data transmitted to, retrieved from or stored in the AsedaSciences Platform or Service (including, but not limited to, through spiders, robots, crawlers, data mining tools, scrapers, or other automated or non-automated means, or services employing any such means); (e) circumvent any security measures or content filtering devices; (f) use or affect the AsedaSciences Platform in any manner that could damage, disable, overburden or impair the AsedaSciences Platform (including, but not limited to, flooding AsedaSciences Platform with an excessive amount of data or content); (g) to make the Subscription Services available to anyone other than Users, (h) to sell, resell, rent or lease the Subscription Services, (i) to use the Subscription Services to store or transmit unlawful material or messages, or to store or transmit material or messages in violation of third-party privacy rights, (j) to interfere with or disrupt the integrity or performance of the Subscription Services or third-party data contained therein, including but not limited to attacks or introduction of Malicious Code, or (k) any attempt to gain unauthorized access to the Subscription Services or their related systems or networks, or (l) any use in connection with any purposes or intended application which involves risks or dangers that could lead to death, serious bodily injury, severe physical or property damage, or use for purposes that otherwise require significant safety precautions.
Client shall be responsible for (save as to the extent caused solely by any acts or omissions of AsedaSciences) taking all reasonable measures to avoid, and immediately notify AsedaSciences in the event of, any unauthorized or fraudulent use of the Subscription Services. Client will be solely responsible for all damages, liabilities, fees and other charges incurred by Client’s account in respect of the Subscription Services even if such fees and other charges were incurred through or as a result of such fraudulent or unauthorized use of the Subscription Services.
In case the AsedaSciences’ infrastructure is damaged (or threatened to be damaged) through the IP Address of a Client (e.g. virus or hacking) or otherwise, AsedaSciences is expressly authorized to immediately suspend or interrupt the Subscription Services.
Client may be provided with the right to use available optional third-party software applications, services or products (“Third-Party Software”) which shall be governed by the terms of the relevant Third-Party Software license terms. Client authorizes AsedaSciences to enter into relevant Third-Party Software license in Client’s name as a client to satisfy any Third-Party Software license terms so as to accomplish any Subscription Services pursuant to this Agreement. Client agrees and acknowledges that AsedaSciences is not renting any client software to Client. AsedaSciences does not warrant or support Non-AsedaSciences Applications, whether or not they are designated by AsedaSciences as “certified” or otherwise, except as specified in any Order. “Non-AsedaSciences Applications” means online applications and offline software products that are provided by entities or individuals other than AsedaSciences and are clearly identified as such, and that interoperate with the Subscription Services.
If Client installs or enables Non-AsedaSciences Applications for use with the Subscription Services, Client acknowledges that it may allow providers of those Non-AsedaSciences Applications to access its Client Data as required for the interoperation of such Non-AsedaSciences Applications with the Subscription Services. AsedaSciences shall not be responsible for any disclosure, modification or deletion of Client’s Data resulting from any such access by Non-AsedaSciences Application providers.
The Client retains all ownership of the Client Data. AsedaSciences or its licensors and vendors, as applicable, own solely and exclusively, and shall retain, all right, title, Intellectual Property Rights and interest in and related to, the SaaS, Subscription Services, Software, AsedaSciences Platform, AsedaSciences Data, and AsedaSciences Technology, including all updates, improvements, modifications, derivatives and enhancements thereof. The Software, AsedaSciences Data, and AsedaSciences Technology is protected by copyright, trade secret and other intellectual property and proprietary rights laws and international treaty provisions worldwide, is licensed or made available for access under this Agreement and is not sold or transferred. Users shall not use the Software, Subscription Services, or AsedaSciences Technology in any manner that would infringe, dilute, misappropriate, or otherwise violate the Intellectual Property Rights of AsedaSciences.
Subject to Client's full compliance with all the terms and conditions of this Agreement, AsedaSciences hereby grants Client a limited, non-exclusive, non-transferable license, without right of sublicense, during the Term, to access and use the Subscription Services (including Software, AsedaSciences Data, and AsedaSciences Technology) solely for its internal business purposes. Client agrees that, other than the license and rights expressly granted to Client hereunder, Client shall not obtain any other right, title or interest in the Subscription Services (including Software, AsedaSciences Data, and AsedaSciences Technology) or any part thereof by virtue of this Agreement and the activities contemplated hereunder, by waiver, estoppel or otherwise.
Client hereby grants AsedaSciences a license to use Client Data and Output for the sole purposes of providing the Subscription Services, Output and related services to Client as set forth in the Agreement and the applicable Order. AsedaSciences may collect and use usage data relating to how Client and other users of the Subscription Services interact with the Subscription Services and the AsedaSciences Platform for the purpose testing, improving, and providing AsedaSciences' Products and Services (solely in aggregated and anonymized form and in a manner that does not disclose Client Data, Output or other Confidential Information of Client). AsedaSciences may also use Client Data and Output as reasonably required to enforce its rights under the Agreement.
Subject only to the limited license expressly granted hereunder, as between Client and AsedaSciences, Client shall retain all right, title and interest in and to the Client Data and Output, and all Intellectual Property Rights therein. AsedaSciences grants Client a limited, terminable license to use the AsedaSciences’ Intellectual Property Rights embedded in the Output. Nothing in this Agreement will confer on AsedaSciences any right of ownership or interest in the Client Data, or the Intellectual Property Rights therein. Notwithstanding the foregoing, Client acknowledges and agrees that if Client uses the Subscription Services for, on behalf of, or in connection with any entity, such entity may have certain rights over the Client Data and Output (such as the right to access, edit, export, or delete, or right to grant access to third parties) and Client is responsible for transferring the Client Data and Output for which it has rights from Client’s Personal Account over to such entity and shall indemnify, defend and hold AsedaSciences harmless from any responsibility or liability relating to the transfer of the Client Data or Output to said third parties. Client further acknowledges and agrees that Client may be subject to any agreement Client has entered into with such entity, and such agreement and/or such entity, not these Additional Terms for Subscription Services or AsedaSciences, decides and controls what rights such entity may have over Client’s Client Data and Output.
Client shall not, and shall not permit any User or third party to: (a) decompile, disassemble or reverse engineer the Subscription Services, or otherwise attempt to discover the source code, object code, logic, process or underlying methodology, structure, ideas or algorithms of the Subscription Services, or related trade secrets, or any software, documentation or data related to the Subscription Services; (b) unless registered with an Institutional Account, use the AsedaSciences Data or Subscription Services (or any portion thereof) for, on behalf of, or in connection with any employer, client, pharmaceutical company, institution, university, lab, or any other entity; (c) use the AsedaSciences Data or Subscription Services (or any portion thereof) except to the extent permitted under this Agreement; (d) modify or create any derivative work of any part of AsedaSciences Data or Subscription Services (or any portion thereof); (e) market, sublicense, publish, distribute, reproduce, resell, assign, transfer, rent, lease, loan, or otherwise permit third parties to use the AsedaSciences Data or Subscription Services (or any portion thereof); (f) use the AsedaSciences Data or Subscription Services (or any portion thereof) for commercial time-sharing or service-bureau use or for any purpose other than its own internal use; or (g) publish any results of benchmark tests run on the Subscription Services. Client shall indemnify, defend and hold harmless AsedaSciences for all damages arising or relating to a breach by Client of the obligations of this Section 7(iii).
AsedaSciences reserves all rights to the AsedaSciences Data or Subscription Services (or any portion thereof) not otherwise expressly granted in this Section 7.