SaaS Subscription and Support Agreement

Seqera's Software as a Service & support agreement.

PLEASE READ CAREFULLY THIS SAAS SUBSCRIPTION AND SUPPORT AGREEMENT ("AGREEMENT"), WHICH CONTAINS THE EXCLUSIVE AGREEMENT BETWEEN SEQERA LABS S.L. ("SEQERA"), AND YOU ("CUSTOMER" OR “YOU”), REGARDING YOUR ACCESS AND USE OF THE SAAS SERVICE FOR YOUR INTERNAL BUSINESS PURPOSES ONLY. IF YOU ARE ACCESSING OR USING THE SAAS SERVICE ON BEHALF OF YOUR COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF YOUR COMPANY, AND ALL REFERENCES TO “YOU” OR “CUSTOMER” REFERENCE YOUR COMPANY. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT UNDER ALL APPLICABLE LAWS. BY ACCESSING OR USING THE SEQERA SYSTEM ("ACCEPTANCE"), YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, YOU ARE PROHIBITED FROM ACCESSING OR USING THE SAAS SERVICE.

YOUR ACCESSING OR USING THE SAAS SERVICE IN ANY WAY MEANS THAT YOU AGREE TO ALL OF THESE TERMS, AND THESE TERMS WILL REMAIN IN EFFECT WHILE YOU USE THE SAAS SERVICE. THESE TERMS INCLUDE THE PROVISIONS IN THIS AGREEMENT AND THE PRIVACY POLICY.

Capitalized terms used, unless otherwise defined herein, shall have the meanings ascribed to them in Section 14 below.

GENERAL RIGHTS AND LICENSE GRANT.
Subject to the terms and conditions of this Agreement and subject to any additional use and license limitations as further specified on the applicable Order such as usage limitations for the applicable software (e.g., user limits, geographic limits, etc.), Seqera hereby grants Customer and its Authorized Users, a non-exclusive, non-transferable (with no right to sublicense or resell), non-assignable, right during the Term to access and use the SaaS Service up to the maximum number of Authorized Users as identified on the applicable Order, solely for its internal business purposes. During the Term, and subject to the terms and conditions of this Agreement, Seqera grants Customer a nonexclusive license to download, install, use and run the Software as necessary for Customer’s use in connection with the SaaS Services and for Customer’s own internal business purposes.
1. Authorized Users. Each Authorized User will be associated with a single, unique email address for purposes of accessing and/or interacting with (and being identified to) the SaaS Service unless otherwise approved by Seqera. An Authorized User’s email address and password may not be shared or used by any other person or Authorized User. Customer assumes full responsibility and liability for any acts, omissions or failures by its Authorized Users that give rise to any noncompliance, breach or violation of this Agreement and the applicable Order.
2. Unauthorized Access. Customer will comply with its obligations under this Agreement in establishing a password or other procedures for verifying that only Authorized Users of Customer have access to or interact with any functions of the SaaS Service. Customer will be responsible for maintaining the security of Authorized User accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer accounts with or without Customer’s knowledge or consent. Customer will use reasonable efforts to prevent any unauthorized use of the SaaS Service and will promptly notify Seqera in writing of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use.
3. Trials and Beta. Trials and Betas. Seqera may offer optional Trials and Betas. Customer’s use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Seqera on the applicable Order (or if not designated, thirty (30) days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas are provided “AS IS” and may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, Seqera offers no warranty, indemnity, or support for Trials and Betas and assumes no liability whatsoever therefor.
TERM. This Agreement starts on the Effective Date and continues until terminated pursuant to the provisions herein (the “Term”). The SaaS Service is licensed on a subscription basis and the relevant license shall enter into force and commence upon the effective date specified on the applicable Order or, in its absence, the date that this Agreement is electronically accepted by mail confirmation, click accepted or, if signed in hard copy by the parties, the date of last signature (the “Effective Date”). The term of any subscription shall be twelve (12) months unless otherwise specified in the Order.
RESTRICTIONS.
1. Customer shall not, and shall not permit any third party to:
  1. license, sublicense, sell, resell, rent, lease, loan, assign, transfer, distribute, timeshare, market, publish, reproduce, or otherwise commercially exploit or make the SaaS Service (or any portion thereof) or the Software available to any third party;
  2. decompile, disassemble or reverse engineer the SaaS Service, or otherwise attempt to discover the source code, object code, logic, process or underlying methodology, structure, ideas or algorithms of the SaaS Service, or related trade secrets, or any software, documentation or data related to the SaaS Service;
  3. use the Seqera Services (or any portion thereof) except to the extent permitted in Section 1 (General Rights), or other than (i) in accordance with this Agreement and (ii) in compliance with all Laws;
  4. modify, copy, or create any derivative work of any part of SaaS Service (or any portion thereof);
  5. publish any results of benchmark tests run on the SaaS Service;
  6. use the SaaS Service for High Risk Activities; or
  7. submit Prohibited Data to the SaaS Service.
2. Customer acknowledges that the SaaS Service is not designed for High Risk Activities or Prohibited Data and that Seqera shall be in no way liable for any damages whatsoever relating to or in connection with High Risk Activities or Prohibited Data.
3. While Seqera does not prohibit the processing of sensitive data, Customer must ensure its compliance with all applicable laws and regulations regarding such data. Seqera does not warrant that the SaaS Services are compliant with all applicable laws and regulations concerning the processing of such data. Customer agrees that it is solely responsible for determining the appropriateness of using Seqera’s Services for processing sensitive data. In using Seqera’s Services, Customer shall ensure that all sensitive data uploaded to Seqera’s Services is encrypted using industry-standard encryption protocols. Seqera may provide support for encryption protocols but does not assume responsibility for the encryption process itself. Seqera shall not be liable for any unauthorized access, use, or disclosure of sensitive data resulting from Customer’s failure to comply with the encryption requirements or from any breach that occurs despite the implementation of such protocols. Customer agrees, where feasible, to de-identify sensitive data before uploading it to Seqera Services. De-identification should be performed in a manner that the data cannot be reidentified. Seqera may provide tools to support de-identification but does not guarantee its effectiveness.
4. Customer, at its own cost, will indemnify, defend, and hold harmless Seqera from and against (i) any third-party claim arising from Customer’s breach or this Section 3, (ii) any claims, damages, or liabilities arising from Customer’s processing of sensitive data, and (iii) any damages or costs awarded against Seqera (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from such claims.
DATA CATEGORIES.
1. Customer Data. Customer hereby grants Seqera a license to use Customer Data and Customer Materials for the purposes of: (i) providing the Seqera Services to Customer in a manner consistent with this Agreement; (ii) operating, improving and supporting the Seqera Services; and (iii) enforcing its rights under this Agreement. Customer is responsible for its Customer Data, including its content and accuracy, and agrees to comply with Laws in using the Seqera Services. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Data with the Seqera Services without violating or infringing applicable Law, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to any Third-Party Services and Customer Data.
2. Usage Data. Seqera may collect Usage Data and use it to operate, improve and support the SaaS Services and the Software, and for other lawful business purposes, including benchmarking and reports. However, Seqera will not disclose Usage Data externally unless it is: (a) de-identified so that it does not identify Customer, its users or any other person and (b) aggregated with data across other customers.
OWNERSHIP. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Seqera reserves all rights not expressly granted. Seqera and/or its third-party Licensors are the owners of all intellectual property rights, including patents, trademarks, copyrights, and trade secrets rights used in the SaaS Service, Software, and the Support. If Customer provides feedback, suggestions, ideas, enhancement requests, recommendations, or other information to Seqera about the Seqera Services, Seqera may use the feedback without restriction or obligation.
CONFIDENTIALITY.
1. “Confidential Information” means any nonpublic information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement in any form, which (i) the discloser identifies as “Confidential” or “Proprietary” or (ii) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes Seqera pricing, technical and performance information about the Software and Support as well as all technology, software, or proprietary information underlying its products and services, and trade secrets of either party.
2. The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) agrees not to use or disclose it to any third party except as expressly permitted in this Agreement, without the Disclosing Party’s prior written consent. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its and its Affiliates’ consultants and contractors who reasonably need to know such Confidential Information and which consultants and contractors are bound by obligations of confidentiality substantially similar to the terms of this Agreement, provided that the Receiving Party shall be liable for any disclosure of Confidential Information by its consultants and contractors.
3. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. In the event of any termination or expiration of this Agreement, each party will either return or, at the Disclosing Party’s request, destroy the Confidential Information of the other party; provided however, that each Receiving Party may retain copies of the Disclosing Party’s Confidential Information for routine backup and archival purposes, subject to the confidentiality obligations set forth in this Agreement.
4. Notwithstanding the foregoing, the obligations set forth in this Section 11 shall not apply with respect to any information that: (i) prior to disclosure by the Disclosing Party, was already in the possession of the Receiving Party without confidentiality restrictions; (ii) is already or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (iii) was rightfully disclosed to it by a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided that, if practicable, the Receiving Party provides adequate notice and assistance to the Disclosing Party for the purpose of enabling the Disclosing Party to prevent or limit the disclosure.
FEES; PAYMENT.
1. License fees and payment terms are determined by the applicable Order and, unless otherwise specified in the applicable Order, will be paid within thirty (30) days of the applicable invoice date as direct wire transfer to the bank account specified by Seqera, without deductions or charges of any kind. In particular, the license fees are exclusive of any taxes. Customer will be responsible for all taxes, including sales, use, or withholding taxes, VAT, export or import taxes, excluding taxes on Seqera’ net income. Except as expressly set forth herein, all fees paid by Customer are non-refundable and cannot be set off or abated against any other sums due or payable.
2. Customer will pay Seqera an additional sum equivalent to the legal interest rate prevailing at that time increased by three percent (3%) per annum or the maximum amount permitted by applicable law, whichever is less, on any license fees not fully paid when due under this Agreement until any such amount is paid in full.
WARRANTY; DISCLAIMER. Seqera warrants, for Customer’s benefit alone, that during the Term set forth in the relevant Order, and provided the SaaS Services and the Software are used within the scope of and in accordance with the terms and conditions of this Agreement, the SaaS Services and the Software will perform materially as described in the Documentation.
THE SEQERA SERVICES ARE PROVIDED "AS IS, WITH ALL FAULTS," AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, SEQERA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NONINFRINGEMENT. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SEQERA DOES NOT WARRANT THAT ACCESS TO THE SAAS SERVICE OR THE SOFTWARE WILL BE WITHOUT DEFECT OR ERROR, OR THAT THE SAAS SERVICE OR SOFTWARE WILL OPERATE WITH ANY HARDWARE OR SOFTWARE NOT SPECIFIED IN THE DOCUMENTATION OR OPERATING INSTRUCTIONS, OR THAT THE OPERATION OF THE SAAS SERVICE OR THE SOFTWARE WILL BE WITHOUT INTERRUPTION, OR THAT THE SEQERA SERVICES WILL MEET CUSTOMER’S NEEDS, OR THAT DATA WILL NOT BE LOST. FURTHER SEQERA’S WARRANTIES IN THIS SECTION DO NOT APPLY TO ISSUES ARISING FROM THIRD-PARTY SERVICES OR MISUSE OR UNAUTHORIZED MODIFICATIONS OF THE SAAS SERVICES OR THE SOFTWARE.
TERMINATION. Either party may terminate this agreement upon a Material Breach of the other party after a thirty (30) day notice /cure period, if the breach is not cured during such time period. Seqera may also terminate this Agreement in the event that Customer fails to make any payment due hereunder (or under any other agreement between the parties) and such failure continues for ten (10) days after notice of such non-payment is given to Customer by Seqera.
1. Upon termination of this Agreement by Seqera, Customer must pay all the sums that would have been payable to Seqera at the end date and discontinue using the SaaS Service and the Software, de-install it and destroy or return the Software and all copies, within thirty (30) days.
2. Upon termination of this agreement by the Customer, all sums that would have been payable by Customer to Seqera up to the date of Customers notice of such breach to Seqera shall remain payable, but all sums payable after the date of notice of such breach shall not be payable. Upon Seqera’ request, the Customer will immediately provide with a written statement signed by an authorized representative of Customer certifying that all copies of the Software, both their own and those used by its affiliates have been destroyed and all use of the SaaS Service and the Software has been discontinued.
3. In the event of termination other than for non-payment or breach of Intellectual Property Rights by Customer, Customer is entitled to a three (3) month wind-down period during which it may continue to use the Software in accordance with these terms, provided payment of corresponding license fees, and solely for the purpose of smooth transiting out of the Software in relation to existing Customer clients (i.e., no new sales). In the event the termination is for breach by Seqera, such three (3) month wind-down period shall be free of license fees.
SUPPORT AND MAINTENANCE. Seqera technical support and maintenance services is included with the fees paid under this agreement as generally described in this Section and as specifically described in Appendix A (found at: https://seqera.io/pdf/SLA-Appendix-A.pdf) (the "Support") for the SaaS Service. With respect to the SaaS Service and the Customer (and its users), Seqera shall:
1. provide technical support via electronic mail and/or designated support system;
2. respond to and resolve all problems, questions and requests as promptly as possible in accordance with the response and resolution times specified in Appendix A for the corresponding severity level (as such levels are also specified in such Appendix A) or, if no such times and levels are specified in Appendix A, in accordance with the response and resolution times (for the corresponding severity levels) customarily provided as part of support for similar software;
3. provide all corrections, new versions, updates, patches and other releases issued by Seqera that correct defects, errors or other problems, as well as provide major update release in order to bring the system up to date or improve its characteristics and provide a secure procedure to download the update; and
4. at its option, provide Customer with access to Trials and Betas.
LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, DATA OR GOODWILL) OR ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES SHALL EXCEED THE TOTAL AMOUNT CUSTOMER HAS PAID SEQERA IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INTELLECTUAL PROPERTY INDEMNITY.
1. Seqera shall defend, indemnify and hold Customer and Customer’s affiliates harmless against any direct damages, cost and expenses arising out of any third party claim or cause of action that any of the Software infringes or misappropriates a patent, copyright, trade secret or other intellectual property right (an “Infringement Claim”), provided that: (i) Customer promptly notifies Seqera in writing of the claim within thirty (30) days after receipt of notice of any Infringement; and (ii) Customer allows Seqera to control, and cooperates with Seqera in, the defense and any related settlement.
2. If any Infringement Claim is made or (in Seqera’ sole judgment) is likely to be made, Seqera may, at its discretion (i) obtain the right for Customer to continue to use the affected parts of the Software, (ii) modify or replace the affected parts of the Software, provided the performance and features thereof are not adversely affected in any material manner, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement.
3. Seqera shall have no obligation to Customer in respect of any Infringement Claim to the extent it arises from (i) modification of the SaaS Service or the Software by any entity or person other than Seqera or its contractors, or; (ii) Customer’s operation or use of the SaaS Service or the Software in combination, operation, or use with any product, data, or apparatus not specified or contemplated by the applicable Documentation, or (iii) Customer’s use of the SaaS Service or the Software in a manner not authorized or contemplated by either the Documentation , by this Agreement, or by other instructions issued by Seqera, or (iv) claims of infringement of any intellectual property in which Customer or any of its affiliates has an interest. Customer will indemnify Seqera from all losses related to any claims excluded from Seqera’s indemnity obligation by the preceding sentence.
4. This Section 12 sets out Customer’s exclusive remedy and the Seqera’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 12.
GOVERNING LAW. This Agreement is governed and interpreted in accordance with the laws of Spain, and parties hereby submit to the exclusive jurisdiction of the courts of the City of Barcelona (Spain) and the Customer hereby irrevocably consent to the exclusive jurisdiction and venue of these courts. The parties agree that any dispute resolution proceeding under this Agreement will take place on an individual basis and that class arbitrations and class actions are not permitted. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER AND SEQERA IS EACH WAIVING THEIR RIGHT TO PARTICIPATE IN A CLASS ACTION.
MISCELLANEOUS.
1. Audit. Seqera may, at its expense, upon reasonable prior written notice to Customer and during standard business hours, audit Customer’s use of the Software no more than once each calendar year to assure compliance with the terms of this Agreement. If an audit reveals the Customer have underpaid fees to Seqera, Customer shall be invoiced for such underpaid fees based upon Seqera’s price list in effect at the time the audit is completed. The cost of the audit will be paid by Customer if the audit discloses that the amount of underpayment exceeds five percent (5%) of the amount due.
2. Entire Agreement. This Agreement, its appendices attached hereto, and the related Order constitute the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, representations, or agreements, whether oral or written, related to this subject matter. The Customer accepts that any and all representations, undertakings and warranties which are not expressly included shall have no force or effect, and the Customer accepts that it has not been induced to enter into this Agreement by any such matters.
3. Modification Only in Writing. No modification or waiver of any term of this Agreement is effective unless signed by both parties; provided, however that Seqera may update the terms of this Agreement from time to time. Seqera will provide written notice of any material updates to this Agreement at least thirty (30) days prior to the date the updated version of this Agreement is effective. The updated version of this Agreement will be available at [url]. Notices for material updates to the terms of this Agreement will be given in accordance with Section 14.j. Following such notice, your continued use of the SaaS Service on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If you do not agree to the updated version of this Agreement, you must stop using the SaaS Service immediately.
4. Assignment. This Agreement is personal in nature of Customer and may not be assigned by the Customer. Seqera may partially or wholly assign or subcontract any rights and obligations hereunder to any company within its corporate group, on notice to Customer. Technical and commercial management of the Customer hereunder may be assigned to a Seqera Partner. This Agreement and related Orders may be assigned upon notice as part of a merger, or sale of all or substantially all of the business or assets, of Seqera or Customer.
5. Dispute Resolution. If a dispute arises involving any performance under this Agreement, the party believing itself aggrieved will try a dispute negotiation by notice the other party. The parties will use their best efforts to arrange personal meetings and/or telephone conferences as needed, for seven (7) days in which to attempt to resolve the dispute. If a resolution is not achieved by negotiators within seven days of such notice, then either party may bring or file an arbitration proceeding or file suit to resolve the dispute in a court of competent jurisdiction and venue.
6. Force Majeure. Neither party shall be liable for delay or failure in any of its performance hereunder (other than an obligation to pay fees) due to causes beyond its reasonable control, including but not limited to, an act of God, strike, blockade, war, act of terrorism, riot, Internet or utility failures, natural disaster, or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent.
7. Independent Contractors. The parties are independent contractors with respect to each other.
8. Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
9. Use of Logo: Subject to Customer’s branding and use guidelines, Customer grants to Seqera the right to add Customer’s name and company logo to its customer list and website. Details of the use case and pricing will remain confidential between the parties.
10. Notice. Notices from Customer regarding the signing of this agreement, general renewals, general requests may be provided by email to info@Seqera.io or such other address as Seqera shall subsequently notify Customer. Original paper notices to Seqera shall be sent to the following postal address:
  SEQERA LABS S.L.
  Carrer de Marià Aguiló, 28
  Barcelona, 08005
  Notices to Customer shall be sent to the Customer contact address in the signature block below, or to such other address as Customer shall subsequently notify Seqera. Seqera may also send operational notices to Customer’s registered admin email account or otherwise through the SaaS Service.
DEFINITIONS.
1. “Authorized User” means any person authorized by Customer to access and use the SaaS Service, or otherwise interact with the Software (whether via User Interface (UI), Command Line Interface (CLI) or Application Programming Interface (API)) for the benefit of Customer, including, but not limited to, employees, contractors, and agents of Customer.
2. “Confidential Information” shall have the meaning ascribed to it in Section 5.
3. “Customer Data” means any data or other content or information submitted by or on behalf of Customer (including Authorized Users) to its SaaS Service account, including from Third-Party Services, as well as any Output.
4. “Customer Materials” means materials, systems and resources that Customer makes available to Seqera in connection with the Seqera Services.
5. “Disclosing Party” shall have the meaning ascribed to it in Section 5.
6. “Documentation” means the then current version of the readme and help files, knowledge base and other documentation for the SaaS Service made available at [location].
7. “Effective Date” shall have the meaning ascribed to it in Section 2.
8. “High Risk Activities” means activities where use of the Seqera Services could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
9. “Infringement Claim” has the meaning ascribed to it in Section 12.
10. “Intellectual Property Rights” means rights, priorities and privileges, under the Laws of any jurisdiction worldwide associated with (a) works of authorship (including exclusive exploitation rights, copyrights, copyright licenses and moral rights), trade secrets, trademarks, trademark licenses, patents, patent licenses, technology, know-how, processes and other proprietary rights, as well as (b) registrations, protection, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the above and (c) all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages from the same.
11. “Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.
12. “Material Breach” means a breach of a substantial term of this Agreement by a party that materially and adversely affects (i) the core objectives and purposes of the contract and (ii) such party’s ability to continue performing its obligations hereunder. Substantial terms of this Agreement include Sections 5 (Restrictions), 6 (Ownership), 7 (Confidentiality), and 8 (Fees and Payment).
13. “Output” means the reports, models, calculations and similar information generated directly from Customer Data by Customer, or by Seqera via the Seqera Services. For clarity, Output excludes the Seqera Intellectual Property and the templates (including their structure, organization, design, and presentation) of the reports, models, and calculations set forth in this Section.
14. “Order” means any order form and/or purchase order accepted by Seqera for the SaaS Service, including applicable usage limitations (e.g., user limits, geographic limits, etc.).
15. “Prohibited Data” means (a) non-public, government-issued ID numbers; (b) personal financial data, account numbers, or other sensitive identifying number (e.g. passport number, driver's license numbers, Social Security Numbers, Tax Identification Number, or account numbers for a personal debit card or credit card, including, without limitation, cardholder data or sensitive authentication data, as such terms are defined under the Payment Card Industry Data Security Standards); (c) an individual’s username or email address in combination with a password or security question that would permit access to such individual’s account; (d) geolocation data that could identify the precise location of any individual; (e) any personally identifiable information regarding an individual under the age of 16; (f) any data regarding an individual’s criminal convictions, offenses, or records; (g) any data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, or data concerning an individual’s sex life or sexual orientation; or (h) any other data that (1) is classified as "sensitive," "special category" or a similar categorization pursuant to applicable data protection laws, including, without limitation (i) the Health Insurance Portability and Accountability Act; and (ii) the Health Information Technology for Economic and Clinical Health (HITECH) Act; and (iii) the Gramm-Leach-Bliley Act; (2) for which there is no consent, or other necessary authority, from the owner of the data to be submitted to or stored in the SaaS Service; or (3) that, if subject to a breach, is likely to result in risk to the rights and freedom to the related individual.
16. “Receiving Party” shall have the meaning ascribed to it in Section 5.
17. “SaaS Service” means the proprietary cloud service detailed in the applicable Order, hosted on servers under the control or direction of Seqera, and as modified from time to.
18. “Seqera Intellectual Property” means Seqera’s proprietary technology, including the Seqera Services, Seqera’s website, software tools, hardware designs, algorithms, software, user interface, designs, architecture, network designs, know-how, and trade secrets, and all Intellectual Property Rights therein throughout the world (whether owned by Seqera or licensed to Seqera by a third party), as well as templates (including their structure, organization, design, and presentation) of the reports, models and calculations referred comprising Output.
19. “Segera Services” means the SaaS Service, Software, the Documentation, and any related professional services. The Seqera Services do not include Third-Party Services.
20. “Software” means Seqera’s proprietary software components or tools made available for installation on Customer’s computer systems or devices, including but not limited to for the purpose of integrating the SaaS Services with Third-Party Services. For the avoidance of doubt, open source software components are expressly excluded from the definition of "Software."
21. “Support” means support for the SaaS Services as described in Section 9 (Support).
22. "Term” shall have the meaning ascribed to it in Section 2.
23. “Third-Party Services” means any product, add-on, services or platform not provided by Seqera that Customer uses with the Seqera Services.
24. “Trials and Betas” means access to the SaaS Services (or SaaS Services features) on a free, trial, beta or early access basis.
25. “Uncapped Claims” means (i) Customer’s breach under Section 7 (Fees), (ii) either party’s indemnification obligations under this Agreement, (iii) either party’s infringement or misappropriation of the other party’s Intellectual Property Rights, (iv) any breach of Section 6 (Confidentiality), excluding breaches related to Customer Data, and (v) liabilities that cannot be limited by Law.

SaaS Subscription and Support Agreement

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