NGS Cloud - Terms of Use

updated on 06.01.2020

These Terms of Use come into effect from the moment you start using the NGS Cloud (hereinafter "Platform") between you (hereinafter "User") and Pairend Biotechnology (hereinafter "Company"). You represent, warrant and agree that You are authorised to enter into this Terms of Use on behalf of yourself and the Customer Entity and to bind yourself and the Customer Entity to the terms and conditions herein.

This Terms of Use governs any access to and use of Company’s online software-as-a service bioinformatics solutions, including without limitation the platform  along with associated software tools, databases and services (collectively, “NGS Cloud”) made available by Company through platform.pairend.com and/or, if applicable, through corresponding sites or mobile applications (collectively, the “Site”). The Terms of Use sets out your payment obligations (if any) for use of NGS Cloud, limits Company's liability and obligations to You, sets out rules for your use of NGS Cloud, grants Company certain rights in your User Data (as defined below) and allows Company to change, suspend or terminate your access to and use of NGS Cloud  under certain circumstances. This Terms of Use is subject to modification from time to time as described below.

If You have submitted or entered into one or more of Company’s service agreements forms, registration forms or other ordering documents with the Company, whether online, in written form or otherwise (each an “Agreement”), specifying various details about your subscription or access to NGS Cloud, such as pricing, usage parameters and/or other applicable terms, such Agreement shall be incorporated into this Terms of Use by reference and shall apply to your use of NGS Cloud hereunder. Any applicable terms stated or linked to where You sign up or register for NGS Cloud  on the Site shall be deemed part of the Agreement hereunder. The terms and conditions of this Terms of Use shall take precedence over the terms and conditions of any Agreement, and to the extent of any conflict, this NGS Cloud Service Terms of Use, rather than the Agreement, shall govern and apply, except to the extent any Agreement expressly states that the Agreement terms shall take precedence (in which case such Agreement terms shall apply solely for purposes of that Agreement).

1. ACCESS AND USAGE RIGHTS

A. Access: Provided that You have agreed to comply with and are bound by this Terms of Use, you have entered into, submitted or acknowledged a Agreement and You are an Authorised User (as defined below), You may access and use the portion(s) of NGS Cloud indicated on the Agreement through the Site during the Service Term (as defined below) solely for the purpose of analysing your User Data (as defined below) and otherwise subject to the terms and conditions of this Terms of Use (including without limitation any Agreement and payment of applicable fees) and all applicable local, state, national and international laws, rules and regulations. Only the specific individual signing up for NGS Cloud account corresponding to this Terms of Use, together with the number of designated employees and/or contractors of the Customer Entity as indicated in the Agreement (each, an “Authorised User”) shall be permitted to access and use NGS Cloud hereunder. If Authorised Users are not so indicated on the Agreement, then solely those employees and contractors of your Customer Entity with a reasonable need to access and use NGS Cloud for the benefit of their Customer Entity (along with You) shall be Authorised Users hereunder. You shall not permit or facilitate any use of, or otherwise provide access to (including by service bureau access or otherwise), NGS Cloud by anyone other than the Authorised User.

B. Restrictions of General Usage: Your right to access and use NGS Cloud is further limited by, and subject to, any specific usage limitations specified in the applicable Agreement. For example, the Agreement may contain terms indicating the level or parameters of your NGS Cloud service, limits on access to certain portions of NGS Cloud, limits on report generation or analysis volumes, or limits on certain functionality – some of which limitations may be released based on your payment of certain fees. Your right to access and use NGS Cloud is nonexclusive, non transferable, non-sublicensable, and revocable. You shall have no right to, and shall not, reverse engineer, decompile, copy, modify, spider, crawl, or create derivative works of or based on, sell, resell, display, distribute, disseminate, rent or lease NGS Cloud or Site or any part thereof. Notwithstanding the foregoing, You may copy, print and use reports generated by NGS Cloud analysing User Data in accordance with the standard functionality of NGS Cloud. You shall not: 

(i) enter, store or transmit any infringing, libellous or otherwise unlawful or tortious information or material or transmit information or material in violation of third party privacy or other rights, in all such cases within, through, to or using NGS Cloud or Site, 

(ii) enter, store or transmit viruses, worms or other malicious code within, through, to or using NGS Cloud or Site, 

(iii) remove, alter or conceal any copyright or trademark or other proprietary rights notices incorporated in or accompanying the Site or NGS Cloud, 

(iv) interfere with or disrupt the integrity or performance of NGS Cloud or Site, or 

(v) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of NGS Cloud or collect information for any unauthorised purpose. You shall immediately notify Company of any violation or attempt to violate any of the restrictions or limitations on use or access to NGS Cloud specified in this Terms of Use upon first becoming aware of such violation or attempted violation.

C. Third Party Software and Data Attribution: NGS Cloud may contain third party databases, software and other third party technology and intellectual property. The license granted to You above, and your access to and use of NGS Cloud, is subject to the applicable terms and conditions of any license agreements with any such third party and you agree to comply with such terms. Notwithstanding the foregoing, Company (and your use of NGS Cloud) does not provide or grant, and You are solely responsible for obtaining, any rights or licenses required to conduct any testing or make any diagnoses (or utilise any particular variant, genetic marker or DNA sequence).

You shall include an appropriate, readily discernible and specific reference to the applicable portion of NGS Cloud within any methods section of any scientific articles and presentations, or any other articles, presentations, web postings or other publications resulting from your use of NGS Cloud (i.e., reference to “Pairend’s NGS Cloud AI-supported Genetic Data Analysis Platform”). You shall also include any required notices and attributions specified in the third party terms and conditions referenced above for use of third party databases and software.

D. Reservation of Rights: Subject to the rights expressly granted hereunder, Company and its licensors retain all right, title and interest in and to NGS Cloud and the Site (including all information, content, software and other materials therein, excluding User Data) and in and to all of Company’s other intellectual property rights. No intellectual property or other rights or licenses are granted or otherwise provided by Company under this Terms of Use, by implication, estoppel or otherwise, beyond those expressly provided for herein. No software or copies thereof are sold, transferred, distributed, or licensed hereunder; instead only the limited right to access and use NGS Cloud online, as expressly provided for in this Terms of Use, is granted hereunder.

E. User Accounts: When You sign up or register with Company for use of NGS Cloud, You agree that all information provided to Company relating to You will be true, accurate, current and complete. You agree to promptly update all such information whenever any of it changes. You are entirely responsible for maintaining the confidentiality of your account information and password. You agree not to 

(a) use the account, username, or password of another individual or entity when using NGS Cloud, or 

(b) disclose your password to, or share your account with, any other individual (whether at the Customer Entity or otherwise) or third party or allow or authorise any individual or entity to use your account or user ID with Company. You agree to notify Company immediately if You suspect any unauthorised use of your account or access to your password or account. You are solely responsible for any and all use of your account.

F. Service Level: Company shall provide You with email and messaging support for NGS Cloud  through designated contact individuals during Company’s regular business hours in accordance with Company’s standard support policies and procedures and/or as set forth in the Agreement. 

Subject to the terms and conditions of this Terms of Use, Company shall use commercially reasonable efforts to make NGS Cloud available for use by You on a regular basis, except for:

(a) planned downtime, which Company shall schedule to the extent practicable during the weekend hours; 

(b) unavailability caused by third party service or technology providers used by Company to provide the Services; 

(c) unavailability caused by circumstances beyond Company’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, pandemias, strikes or other labor problems, internet service provider failures or delays, hacking or denial of service attacks; 

(d) unavailability caused by third party software, hardware or data; or 

(e) unavailability caused by You (such as problems with the User Data or your information technology infrastructure, computers, networks or software or your failure to use NGS Cloud in accordance with this Terms of Use). 

If Company makes generally available any updates, fixes or modifications to NGS Cloud, it shall also make them available to You as well (it being understood that Company does not have any obligation to make available any such updates, fixes or modifications in the first place). Subject to the foregoing, Company reserves the right, in its sole discretion, at any time to modify, augment or limit NGS Cloud (or the Site) or other Services. All modifications, updates, fixes and additions to NGS Cloud (and/or Site) or other Services shall be governed by this Terms of Use.

2. USER RESPONSIBILITY FOR CLINICAL USE COMPLIANCE

You are solely responsible for ensuring your access to and use of NGS Cloud (including without limitation any use of results or data obtained therefrom) is in compliance with all applicable laws, rules and regulations. Without limiting the foregoing, You shall ensure that any use or application of NGS Cloud for diagnostic or other clinical use complies with all applicable laws, rules and regulations and that You have obtained all approvals, permits and authorisations required for such use and application. 

You acknowledge that NGS Cloud is not designed, registered, or approved for use as a diagnostic or medical device or service and NGS Cloud and its output, data and reports do not constitute diagnoses or clinical recommendations. Any clinical or diagnostic interpretations, results, recommendations or analyses using data or reports from NGS Cloud must be done solely by You and not by NGS Cloud, and You shall independently approve, validate and confirm any such interpretations, results, recommendation or analyses, using appropriately licensed professionals, before using them for any clinical or diagnostic purposes. Subject to the foregoing, Company does employ certain security and privacy policies and practices for your User Data as described in Section 3 below.

3. USER DATA

A. User Data: All data, information, communications, text, files, photographs, graphics, video, messages or other materials or content, uploaded, submitted, posted or otherwise provided to NGS Cloud (and/or the Site) by or for You, including without limitation genomic sequences, exomes, bcl, bam, bai, cram, fastq, vcf files, specific DNA sequences, sample information, annotations, phenotypic information, gene sets and variant sets (collectively, “User Data”), shall be subject to applicable terms of this Terms of Use. 

You hereby confirm, represent and warrant that You have the full right and authority, and have obtained all necessary authorisations, licenses and consents, to provide the User Data to NGS Cloud (and Site), to analyse, store and otherwise use such User Data in NGS Cloud, to conduct any tests, diagnoses or analyses for customers, users or third parties, and to grant Company the rights in User Data set forth herein, without violating the intellectual property, privacy or other rights of any individuals or entities and without violating any applicable laws, rules or regulations. Under no circumstances will Company be liable in any way for any User Data, including any errors or omissions in any User Data, any modification, loss or deletion of any User Data or any or any loss or damage of any kind incurred as a result of the use of or reliance upon any User Data or the analysis thereof.

B. Protection and Privacy of Data: Your User Data is yours, not ours, and Company desires to prevent such User Data from being used by or disclosed to others. Company will protect the confidentiality and security of your User Data in accordance with Company's Privacy Policy, including through the use of appropriate administrative, physical and technical safeguards. 

Company affirms that NGS Cloud is designed to comply with the data privacy and security requirements in accordance with its guidelines of the Personal Data Protection Law (“PDPL”), European Parliament General Data Protection Regulation (“GDPR”), and the Health Insurance Portability and Accountability Act (“HIPAA”) and Company employs security policies and practices to safeguard the privacy and security of customer data entered into NGS Cloud consistent with the aforementioned requirements and industry standard practice. Company reserves the right to use and disclose any User Data that is or becomes publicly available (through no fault of) or as required to comply with applicable law or appropriate requests from governmental authorities and Company shall not be liable with respect to any such disclosure. You understand that through your use of NGS Cloud, You consent to the collection, storage and use of this information as described in this Terms of Use and in accordance with such Privacy Policy.

C. Licensure of User Data: Subject to the restrictions and protections described above, by uploading, submitting, posting or otherwise providing User Data on to, or through NGS Cloud or the Site, You agree that Company may use such User Data solely 

(i) to operate, maintain and administer NGS Cloud, 

(ii) to develop, modify, use and improve NGS Cloud and/or other genomic software, analysis products or tools (including for example and without limitation databases with aggregated or de-identified data, algorithms, machine learning models and analysis services), and 

(iii) to generate, utilize and publish aggregated or de-identified data, statistics, analytical results and trend information. Additionally, by using NGS Cloud, You agree that Company may use your name and logo to identify You as a customer or user of NGS Cloud and in Company marketing, corporate and promotional materials. Furthermore, upon Company’s reasonable request, You agree to act as a reference for Company from time to time for other prospects, industry analysts and the media. You, or your third party licensors, as applicable, retain any intellectual property rights in the User Data and in your name and logo, subject to the foregoing license.

4. TERMS OF  PAYMENT

A. Service and Usage Fees: You agree to pay to Company the fees specified in your Agreement and, if applicable (and not covered by the Agreement which shall take precedence), specified within NGS Cloud or on the Site in connection with NGS Cloud including, as and if applicable, usage fees (such as fees on the generation of reports or on the volume of genomes analysed, fees for premium functionality, and fees for use of specialised applications, databases or tools), up front and periodic subscription fees, and other designated fees (collectively, “Fees”). All Fee payment obligations are non-cancelable and all Fees paid are non-refundable and non-creditable. Company may change any or all of its Fees hereunder (or impose new Fees) upon notification to You of such changed or new Fees (except to the extent the terms of a Agreement expressly state that Fee rates are locked in for some period of time). Such Fees shall automatically go into effect upon notification (and become the Fees payable hereunder), unless and until You terminate this Terms of Use and your use and access to NGS Cloud within thirty (30) days of such notice of changed or new Fees in accordance with the termination provisions below. Your continued use of NGS Cloud after notification of changed or new fees (absent termination within such thirty day period) shall constitute your acceptance of such change.

B. Payment Terms: You shall pay all Fees, and all Fees are due, upon generation, selection or usage of the applicable report, feature or functionality with respect to Fees that are usage fees, or on the periodic basis specified at the time of your Agreement or subscription, with respect to Fees that are periodic subscription fees. You shall pay all other Fees at the times specified in the Agreement or, if not so specified, within thirty (30) days of Company’s invoice with respect to such Fees. All Fees are payable in euros by wire transfer of immediately available funds to an account designated by Company or by credit card (or, if applicable, PayPal or other charge account) which You provide upon sign-up or registration for NGS Cloud, unless the terms of the Agreement state otherwise. You agree to keep the credit card (or other charge account) information you submitted to Company accurate and up to date. Any Fees that are not received from You by the due date

therefore will accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment is due until the date paid.

C. Taxes: You are responsible for paying (and all Fees are exclusive of) any taxes, levies, duties or similar governmental assessments of any nature associated with your use of or access to NGS Cloud or the payment of Fees under this Terms of Use (other than taxes on Company’s net income). If Company has the legal obligation to pay or collect taxes, levies, duties or similar assessments for which You are responsible hereunder, Company may add the appropriate amount to amounts charged to and paid by You hereunder.

D. Credit Card Authorization: If You provide your credit card information in connection with a Agreement for NGS Cloud (or a PayPal or other charge account), You agree that any card or account number and any related billing and payment information that you provide may be shared by Company with other companies, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to Company and servicing your account. Company may seek pre-authorization of your credit card or other charge account prior to any purchase hereunder to verify the credit card or charge account is valid and/or has the necessary funds or credit to cover your purchase. By providing your credit card or charge account information with an ‘Agreement for NGS Cloud’, You authorise Company to automatically charge such card or account (and authorise the card issuer or account holder to pay) for Fees owed hereunder, including any usage Fees, monthly subscription Fees or other periodic or usage Fees charged from time to time during the Service Term. If You elect to pay by credit card, Company has the right to add a three percent (3%) processing fee to the Fees charged to You hereunder.

5. CONFIDENTIALITY

A.Privacy Policy: All use of and access to NGS Cloud and the Site by You are subject to the terms and conditions of the Company’s “Privacy Policy”, as such policy may be amended from time to time in accordance with its terms. You agree to comply with the Privacy Policy, which is incorporated into this Terms of Use by reference; provided that this Terms of Use shall take precedence over the Privacy Policy, and to the extent of any conflict, this Terms of Use, rather than the Privacy Policy shall govern and apply.

B. Confidentiality: As used herein, “Confidential Information” means all nonpublic or proprietary information disclosed or made available by one party (the “Disclosing Party”) to the other party (the “Recipient”) under or in connection with this Terms of Use, whether orally, in writing or otherwise. Confidential Information of Company shall include NGS Cloud (including details on how it functions and is structured and organised, details of the content and materials contained therein, and its systems, procedures, and processes) as well as Company technical information, product plans and designs. Your Confidential Information shall include the User Data.

(i) Restrictions on Use and Disclosure. The Recipient shall use the same degree of care that Recipient uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to preserve the confidentiality of the Confidential Information of Disclosing Party. 

The Recipient agrees 

(a) not to use any Confidential Information of Disclosing Party for any purpose other than to perform its obligations and exercise its rights under this Terms of Use, and 

(b) not to disclose or publish any Confidential Information of Disclosing Party (except as expressly authorised in this Terms of Use or by Disclosing Party in writing and) except to those employees and contractors of the Recipient who need access to such information for purposes consistent with this Terms of Use and who are bound by obligations of confidentiality with respect to such Confidential Information which are no less protective than the confidentiality provisions herein. The foregoing shall be subject to Company’s Privacy Policy with respect to Company’s use and disclosure of User Data and other applicable Confidential Information such that Company may use and disclose your Confidential Information as and to the extent authorised by its Privacy Policy.

(ii) Exclusions. Notwithstanding the foregoing, Recipient may disclose Confidential Information if compelled by law or judicial order to do so, provided Recipient gives Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted and reasonably practicable) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. 

Furthermore, the foregoing restrictions on use and disclosure shall not apply to any information that 

(a) is or becomes generally known to the public without the fault of Recipient, 

(b) was known to Recipient prior to its disclosure or availability by or from Disclosing Party as evidenced by contemporaneous documentation, 

(c) is rightfully received from a third party without breach of any obligation owed to Disclosing Party, or 

(d) was independently developed by Recipient without use of or reference to the Confidential Information of Disclosing Party.

6. TERM, TERMINATION AND MODIFICATION OF NGS CLOUD AND AGREEMENT

A. Service Term: The term of your NGS Cloud service (the “Service Term”) shall commence on the date You complete your Agreement (including acceptance of this Terms of Use through selection or clicking, or by entering into any form of Agreement) and shall terminate upon the designated termination date in the Agreement (if any), or, if earlier, upon the effective date of termination of such NGS Cloud service as specified below. This Terms of Use shall commence and become effective as of the date You select or click on the applicable button, or execute the applicable order, to indicate your acceptance of this Terms of Use (or, if earlier, the date you first use NGS Cloud) and shall terminate upon termination of all NGS Cloud services under all Orders.

B. Termination By User: You may terminate your NGS Cloud service at any time for any reason (or no reason) upon thirty (30) days prior written notice to Company, which termination shall become effective upon the end of such thirty-day notice period, unless You have a paid subscription, in which case such termination shall occur at the end of any then-current periodic subscription period as specified in the Agreement or, if not so specified, the end of the next full periodic subscription period (and You shall remain obligated to pay any Fees, including periodic subscription fees, that become due during such thirty-day, or longer, period). After receipt of your termination notice, Company will terminate your NGS Cloud account upon the effective date of termination. Termination of your NGS Cloud service shall not relieve You of any obligation that has accrued or existed prior to termination or any obligation to pay any accrued Fees.

C. Termination By Company: Company may terminate your NGS Cloud service at any time for any reason (or no reason) upon thirty (30) days prior written notice to You, which termination shall become effective upon the end of such thirty-day notice period, unless You have a paid periodic subscription to NGS Cloud (or fixed term plan) as specified in the Agreement, in which case such termination shall become effective upon the later to occur of 

(i) the end of such thirty-day notice period, or 

(ii) the end of any then-current periodic subscription period or fixed term as specified in the Agreement or, if not so specified, the end of the next full monthly subscription period (and You shall remain obligated to pay any Fees, including periodic subscription fees, that become due during such thirty (30) day, or longer, period). Furthermore, and without limiting any other remedies, Company may terminate your NGS Cloud service in the event that You breach this Terms of Use (including upon any failure to pay Fees when due) upon fifteen (15) days’ notice, unless You have cured such breach before the end of such fifteen day period. Company reserves the right to immediately suspend your access to and use of NGS Cloud in the event of any breach of this Terms of Use which threatens immediate harm to NGS Cloud. In the event of any termination by Company, Company will terminate your NGS Cloud account upon the effective date of termination. Termination of your service shall not relieve You of any obligation that has accrued or existed prior to termination, nor of any obligation to pay any accrued Fees.

D. Effect of Termination: Upon any termination of your NGS Cloud service by You or Company, You understand and acknowledge that Company will have no further obligation to provide NGS Cloud or access thereto nor any obligation to refund, return or credit any amounts paid or payable to Company. Upon termination, all licenses and other rights granted to You by this Terms of Use will immediately cease and You shall cease using and cease accessing NGS Cloud. Company is not liable to You or any third party for termination of NGS Cloud or termination of your use of NGS Cloud or the Site.

(i) User Data. You are encouraged to retain copies of all your User Data; however, for a period of thirty (30) days after the effective date of termination, Company will make the User Data contained in NGS Cloud as of such termination date available to You upon written request prior to the end of such thirty day period. EXCEPT AS EXPRESSLY PROVIDED IN THE PREVIOUS SENTENCE, UPON ANY TERMINATION, ANY USER DATA THAT YOU HAVE SUBMITTED, POSTED, UPLOADED OR OTHERWISE PROVIDED TO NGS Cloud MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law, Company will have no obligation to (but may in its sole discretion) store, maintain, delete or destroy any User Data or other information stored in NGS Cloud or any other database related to your account or to forward any information to You or any third party directed by You.

(ii) Terms of Use Terms. Upon any termination of your NGS Cloud service (or this Terms of Use as a whole), Sections 1 (C, D, F), 3, 4 (B), 5 (D) and 6 through 10 of this Terms of Use shall survive and remain in full force and effect. Furthermore, any of your obligations to Company under this Terms of Use which have accrued prior to such termination, and Section 2 with respect to any Fees due or payable prior to termination, shall survive such termination and remain in full force and effect. All other provisions of this Terms of Use shall terminate upon such termination of your NGS Cloud service and shall thereupon be of no force or effect.

E. Modification of NGS Cloud or Terms of Use By Company: Company reserves the right, in its sole discretion, at any time to modify, augment or limit NGS Cloud (or the Site) without advance notice. All modifications and additions to NGS Cloud (and/or Site) shall be governed by this Terms of Use, unless otherwise expressly stated by Company in writing. Company may also modify or amend this Terms of Use in its sole discretion at any time by posting the modifications or the amended Terms of Use on the Site and providing you with notice thereof. All modified terms and conditions and amended Terms of Use will be effective thirty (30) days after such notice (unless a longer notice period is required by applicable law), unless You first give Company written notice of rejection of the modifications or amended Terms of Use within such thirty day period. In the event of such rejection, this Terms of Use will continue under its original provisions until the Terms of Use is terminated as provided above. If any modified terms and conditions are not acceptable to You, your sole remedy is to timely provide the foregoing rejection notice or to cease using NGS Cloud (and Site), and if applicable, terminate your NGS Cloud service as provided above. By continuing to access or use NGS Cloud without providing a timely rejection notice after Company provides notice of any such revision or amendment, You agree to be bound by the revised Terms of Use. This Terms of Use may not otherwise be modified or amended, except with the express written agreement of both parties. Company may separately amend the Privacy Policy in accordance with the provisions thereof.

7. DISCLAIMER OF WARRANTIES

A. Information Provided on an “As Is” Basis; Assumption of Risk: You acknowledge that you are fully assuming the risks arising from the use of any reports, data, articles, publications, content, materials, reports, analyses, third party databases, third party tools and other information generated by, available on, or otherwise provided through NGS Cloud or the Site, whether or not originating from Company and/or third party sources (collectively, “NGS Cloud Content”). Such risks shall include, but are not limited to, erroneous, inaccurate or invalid results or information, omissions, misrepresentations, and similar issues. You agree that Company shall not be liable or responsible for any damages, liabilities, costs, harms, business disruptions or expenditures of any kind that may arise from or in connection with your use or application of any NGS Cloud Content. All NGS Cloud Content is provided for your convenience only on an “as is” basis without warranty of any kind. Company does not warrant, guarantee, endorse, support, represent, verify or otherwise have any responsibility for the completeness, truthfulness, accuracy or reliability of any NGS Cloud Content. All use of and reliance upon any such information shall be solely your responsibility and at your sole risk. Without limiting the foregoing, Company makes no representation or claims with regards to the accuracy of the User Data or NGS Cloud Content or the interpretation of the results of variant files or otherwise. NGS Cloud and Site may contain links to third party websites or resources. You acknowledge and agree that Company is not responsible or liable for the availability or accuracy of such websites or resources or the content, products or services on or available therefrom. Links to such websites and resources do not imply any endorsement by Company thereof or the content, products or services thereon. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

B. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF NGS CLOUD, SITE, NGS CLOUD CONTENT AND USER DATA IS AT YOUR SOLE RISK AND COMPANY SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS WITH RESPECT TO NGS CLOUD OR SITE. THE NGS CLOUD CONTENT AND/OR USER DATA AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN. THE FOREGOING ARE ALL PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS TERMS OF USE. EXCEPT TO THE EXTENT EXPRESSLY STATED IN THIS TERMS OF USE, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO NGS CLOUD, SITE, NGS CLOUD CONTENT AND USER DATA, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT 

(i) NGS CLOUD OR SITE WILL MEET YOUR REQUIREMENTS, 

(ii) THE RESULTS OR OTHER NGS CLOUD CONTENT THAT MAY BE OBTAINED FROM THE USE OF NGS CLOUD OR SITE WILL BE ACCURATE OR RELIABLE OR OTHERWISE MEET YOUR EXPECTATIONS, NOR THAT 

(iii) ANY ERRORS IN NGS Cloud OR SITE WILL BE CORRECTED.

8. INDEMNIFICATION

You agree to defend, indemnify, and hold Company, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in connection with 

(i) your access to or use of NGS Cloud, Site, NGS Cloud Content (including without limitation the use of any reports or results from NGS Cloud) and User Data; 

(ii) your violation of the Terms of Use; 

(iii) your violation of any applicable laws, rules or regulations in connection with your use of NGS Cloud or any NGS Cloud Content or User Data; 

(iv) any User Data submitted, posted, uploaded or provided by You; 

(v) your violation of any third party right, including without limitation any intellectual property, publicity, confidentiality, property or privacy right in connection with your use of any NGS Cloud Content or User Data; or 

(vi) your provision of diagnostic, testing, clinical or medical information or services to your customers or users that involved to any extent the use of or access to NGS Cloud, Site or any NGS Cloud Content.

9. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF NGS CLOUD, SITE, NGS CLOUD CONTENT, AND USER DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL COMPANY'S (OR ITS AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’ AND LICENSORS’) CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES EXCEED THE GREATER OF (A) ONE THOUSAND DOLLARS (EURO €1,000), OR (B) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE WHEN THE CLAIM FOR SUCH DAMAGES FIRST ARISES, EXCEPT TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You to the extent applicable law so requires.

10. GENERAL INFORMATION

The Terms of Use (including any terms and conditions expressly incorporated herein by reference) constitutes the entire Terms of Use between You and Company with respect to the subject matter hereof and governs your use of NGS Cloud and the Site, superseding any prior and contemporaneous agreements, understandings or arrangements between You and Company with respect to such subject matter. Without limiting the foregoing or the treatment of Agreements as discussed above, this Terms of Use supersedes all terms contained in any purchase order, invoice or other ordering document. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company. Any purported assignment or delegation by You without the appropriate prior written consent of Company will be null and void. Company may assign the Terms of Use or any rights hereunder (or delegate any obligations hereunder) without your consent. The Terms of Use and the relationship between You and Company shall be governed by the laws of the country of Republic of Turkey, without regard to or application of its conflict of law provisions, rules and principles. You hereby agree that the courts of Ankara, Turkey shall have jurisdiction and venue to resolve disputes under or with respect to this Terms of Use and You hereby consent to such jurisdiction and venue. In the event it becomes necessary for either party to commence an action to enforce the terms of this Terms of Use, to obtain moneys for its breach or to collect any monies owed hereunder, the prevailing party, as determined by the court, shall be entitled to recover its attorney's fees and costs in addition to whatever relief it may otherwise be entitled. The failure of Company to exercise or enforce any right, remedy or provision of the Terms of Use shall not constitute a waiver of such right, remedy or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision to the full extent consistent with applicable law (and otherwise severed from this Terms of Use), and the other provisions of the Terms of Use shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by You arising out of or related to use of the Services or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. You and Company are independent contractors and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Terms of Use. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

Company may provide notices to You with respect to this Terms of Use or NGS Cloud by posting such notices to your NGS Cloud account or by sending them to the email address or other contact address You provide upon sign-up, registration or setting up your account. Any such notices shall be deemed properly and timely given to You hereunder. 

You consent to the use of: 

(a) electronic means to complete this Terms of Use and to provide You with any notices given pursuant to this Terms of Use; and 

(b) electronic records to store information related to this Terms of Use or your use of NGS Cloud and the Site.

11. COMMENTS AND USER FEEDBACK

You agree, however, that: 

(i) by submitting ideas regarding NGS Cloud or Site to Company or any of its employees or representatives, You automatically grant Company a license to any of your intellectual property rights in these ideas; and 

(ii) ideas regarding NGS Cloud or the Site submitted to Company or any of its employees or representatives automatically become licensed to Company. You hereby grant to Company a royalty-free, worldwide, irrevocable, perpetual, sub-licensable license to use and incorporate into NGS Cloud and the Site any suggestions, enhancement requests, comments, recommendations or other feedback provided by You relating to NGS Cloud or Site or the operation or functionality thereof.

12. PUBLICATION OF NGS CLOUD RESULTS

Publication of comparisons between NGS Cloud and other software, is strictly forbidden without the explicit written permission of Pairend. This includes but is not limited to abstracts, posters, presentations, webinars, online or printed publications, etc. Please send requests to [email protected].

13. VIOLATIONS

Please report any violations of the Terms of Use or provide any comments or questions, including any technical questions regarding NGS Cloud, by emailing us at [email protected].