1. DEFINITIONS

• “Applicable Law(s)” means all statutes, enactments, acts of legislature, ordinances, rules, bye-laws, regulations, notifications, policies, directions, directives and orders as such are in effect as of the date hereof or as may be amended, modified, enacted or revoked from time to time hereafter or other governmental restrictions or any similar form of decision of, or determination by any government, statutory authority, tribunal, board, court having jurisdiction over the matter in question in the European Union and the State of California, as the case may be and shall include shall mean the General Data Protection Regulation 2016 concerning EU residents and California Consumer Protection Act 2018 concerning California residents;
• “Affiliate” shall mean any Person who directly or indirectly, controls, is controlled by, or is under the common control of the Company. The term “Control” is used in the sense of the possession by a Person or a group of Persons acting in concert, directly or indirectly, of the right to direct or cause the direction of the management and policies of another Person, whether through the board of directors or ownership of voting rights by such other Person, by the Articles of Association, contract or otherwise. A Person or a group of Persons acting in concert shall be deemed to be in control of a body corporate if such Person or group of Persons is in a position to appoint or appoints the majority of the directors of such body corporate;
• “Authority” shall mean any union, national, state, local, or other governmental, statutory, administrative, judicial, regulatory, or self-regulating authority, agency, or instrumentality having jurisdiction over the relevant matter;
• “Clause” refers to the clauses of this Terms of Use;
• “Information” shall mean the personal information such as name, email address, and mobile number provided by a User (defined hereinafter) to the Site (defined hereinafter);
• “Policies” shall mean and include the Privacy Policy, and any other policies of the Company as amended and provided on the Site or communicated to the Users in any other way from time to time;
• “Privacy Policy” refers to the privacy policy published on the Company’s Site https://www.procdna.com/privacyPolicy which forms an integral part of these Terms of Use (defined hereinafter);
• “Terms of Use” means these terms of use between the User (defined hereinafter) and the Company (defined hereinafter), governing the User’s use of this Site (defined hereinafter);
• “User(s)” shall mean a user of the Site;
• “Site” shall mean [https /] or any other associate website as may be notified from time to time, mobile applications, platforms and other online solutions, software applications, media, solutions, features, websites, webpages and subdomains, content including underlying data, and/or functionality that are owned, provided, and operated by Us, which merely informs Users of the application.

2. GENERAL

3. AMENDMENT

4. ELIGIBILITY

5. MARKETING

6. PROHIBITED USE

• Modifying, publishing, storing, transmitting, distributing, displaying, performing, reverse engineering, participating in the transfer or sale of, creating derivative works on, or in any way exploiting, any of the copyrighted/copyrightable material or Information contained on the Site, in whole or in part, without Our prior written consent.
• Take actions that adversely affect the normal operation of any Site;
• Defame, libel, disparage, threaten, harass, or intimidate anyone or otherwise violate the personal, privacy, contractual, intellectual property, or other rights of any person, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap.
• The Company may also place additional fair use restrictions including restrictions on concurrent connections and time of usage.

7. SECURITY

• You are prohibited from violating or attempting to violate the security of the Site, including, without limitation:
• attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
• interfere with service to any user, host, or network.
• You shall not misuse this Site by knowingly introducing viruses, trojans, worms, logic bombs, or other materials that are malicious or technologically harmful (together with “Viruses”). You must not attempt to gain unauthorized access to Our Site, the server on which the Site is stored or any server, computer, or database connected to this Site. You must not attack this Site via a denial-of-service attack. Further, You shall not interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on the use of or access to the Site, such as probing or scanning the vulnerability of any system, network, or breach.
• By breaching the provisions of this Clause, You may be liable to be prosecuted under the governing Act and any other Applicable Law. We will report any such breach to the relevant law enforcement authorities, and We will cooperate with such authorities by disclosing Your identity to them. In the event of such a breach, Your rights to use this Website will cease immediately.
• We will not be liable for any loss or damage caused by a denial-of-service attack or Viruses that may infect your computer equipment, computer programs, data, or other proprietary material due to Your use of this Site or to Your downloading of any material posted on it, or any Site linked to it.
• You agree to immediately report to Us all incidents involving suspected or actual unauthorized access, disclosure, alteration, loss, damage, or destruction of data.
• You shall not interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Site of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Site, or scripting the creation of content in such a manner as to interfere with or create an undue burden on the Site.
• You are prohibited from reverse engineering, decompiling, reverse assembling, modifying, recreating, or attempting to discover or copy any software, source code, or structure that the Site utilizes to generate web pages or any software or other products or processes or Information accessible through the Site.

8. REPRESENTATIONS AND WARRANTIES

• That You have the right, authority, and capacity to enter into this Terms of Use on Your behalf and on behalf of any entity for whom You are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of Your participation violates provisions of the law to which You are subject, You will cease using the Site and close Your account;
• You shall possess and use all Internet access, equipment, software (e.g., a compatible web browser), and third-party services needed by You for access to and use of Services at Your own cost. That You are eligible and above the age of 18 (eighteen) years as per Applicable Laws;
• That You shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
• That You shall comply with the terms and conditions stipulated in this Terms of Use;
• Our use of the content You provide will not infringe upon the intellectual property rights of any third party or give rise to such third-party claims;
• That all the representations made by You to Us including in accordance with these terms and conditions are true, correct, and complete and that You will update Your Information as needed so that it remains true, correct, and complete;
• That You have all rights, title, and interest in the content you provide;
• That You will professionally conduct yourself in all Your interactions with any other User, their respective members, employees, and officers and shall not defame, harass, intimidate, threaten, disparage, libel, or otherwise make false statements concerning any of the aforesaid persons in the course of Your interactions with them or third parties.

9. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

10. SYSTEM LIMITATIONS AND FAILURES

11. PRIVACY AND CONFIDENTIALITY

• Your use of the Site is governed by Our Privacy Policy, which can be located at [insert link for Privacy Policy].
  Please read Our Privacy Policy to understand Our information collection and usage practices. You may obtain certain confidential information, including without limitation, technical, contractual, pricing, activities and services, customer lists, knowledge of customer needs and preferences, business strategies, marketing strategies, methods of operation, markets, and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You acknowledge and agree to hold all Confidential Information in strict confidence. Title and all interests to all
• Confidential Information shall be vested in Us. Your obligations regarding Confidential Information will survive the termination of these Terms of Use. Upon such termination, You must stop forthwith using any Confidential Information to which You may have been exposed in due course of Your use of the Site.
• You agree that Your obligations under this Clause are necessary and reasonable in order to protect Our business and expressly agree that monetary damages would be inadequate to compensate for any breach of any covenant or agreement set forth herein. Accordingly, You agree and acknowledge that any such violation or threatened violation will cause irreparable harm and injury to the Company and that, in addition to any other remedies that may be available, in law, equity, or otherwise, We shall be entitled to obtain injunctive relief against the threatened breach of the terms of this Clause or the continuation of any such breach.
• Injunction Relief: In the event of actual or threatened breach by You of the provisions of Section 11.2, which You hereby agree may cause irreparable harm, We shall be entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.
• The restrictions in this Clause shall not apply to the disclosure of Confidential Information by either party if or to the extent the disclosure is:
• required by the Applicable Law of any jurisdiction,
• required by any applicable regulatory or governmental body to which the relevant party is subject or submits, wherever situated, whether or not the requirement for disclosure has the force of law,
• made to employees and representatives on a need-to-know basis, provided that such persons are required to treat such Information as confidential.

12. LINKS TO THIRD PARTY SITE AND TOOLS

• The Site may contain link/s to various other websites. These links are provided solely for Your convenience and benefit. Wherever such link/s lead to websites that are not owned by or belong to the Company, We shall not be responsible for the content, products, and services provided on such linked sites. We do not warrant or make any representations regarding the correctness or accuracy of the content on such websites. If You decide to access such linked websites, You do so at Your own risk. We do not in any way endorse the linked websites. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any third-party web sites or services.
• Similarly, this Site can be made accessible through a link created by other websites. Access to this Site through such link/s shall not mean or be deemed to mean that the objectives, aims, purposes, ideas, concepts of such other Site or their aim or purpose in establishing such link/s to this Site are necessarily the same or similar to the idea, concept, aim or purpose of Our Site or that such links have been authorized by Us. We are not responsible for any representation/s of such other websites while affording such link and no liability can arise upon Us consequent to such representation, its correctness or accuracy. In the event that any link/s afforded by any other website/s derogatory in nature to the objectives, aims, purposes, ideas, and concepts of this Site, is utilized to visit this Site and such event is brought to the notice or is within the knowledge of the Company, civil or criminal remedies as may be appropriate shall be invoked.
• We do not object to links on third-party sites to the homepage of any Site in an appropriate context. However, framing or mirroring any Site or any of its content is prohibited without Our prior written consent.

13. MONITORING

14. FOREIGN JURISDICTION

15. GRIEVANCE REDRESSAL

16. LIMITATION OF LIABILITY

17. INDEMNIFICATION

18. DISCLAIMER

19. RISK DISCLOSURE

• No advice. The Company does not provide or offer any advice whatsoever. No information or knowledge provided on the Site shall be construed and/or interpreted as such advice. No person and/or entity, under any circumstances, should make any decision(s) based solely on the information provided on the Site.
• No representations. The Company makes no representation, warranty, and/or guarantee as to the quality, accuracy, completeness, performance, or fitness of information, advice, tool, calculator, analysis, report, data, content news, price, statistic, comment, feedback, etc., provided on, or through the Site. The information, reports, and services are dependent on various assumptions, individual preferences, and other factors.
• Risk on forward-looking terms. The Users understand and acknowledge that past performance is not indicative of future results and there can be no assurance that the arrangement described on the Site will achieve its goals. Certain information contained herein constitutes “forward-looking statements” which can be identified by the use of forward-looking terminology, because of various risks and uncertainties, actual events or results or actual performance may differ materially from the events, results, or performance reflected or contemplated in such forward-looking statements. As a result, the Healthcare Professional should not rely on such forward-looking statements.
• Risk on Transactions.
• The Company only provides technological services to the Users, without providing any advice, direction, or undertaking any management.
• The Company only acts as a facilitator and provides Users information on the Healthcare Professionals.

20. MISCELLANEOUS

• Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the European Union or the State of California, respectively.
• Assignment. You cannot assign or otherwise transfer Your rights or obligations under these Terms of Use to any affiliate and/or third party without the prior consent of the Company.
• Severability. If any provision of this Terms of Use is held to be illegal, invalid, or unenforceable under any present or future Applicable Law (a) such clause or part thereof shall be fully severable; and (b) the remaining provisions of this Terms of Use shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from to the extent permissible under Applicable Law.
• Notices. All notices and other communications required or permitted hereunder to be given to a party will be in writing, in the English language, and will be sent by way of e-mail to dataprivacy@procdna.com or to be addressed to such party’s address as set forth below.
  ProcDNA Analytics Private Limited
  Second floor, AIHP Cyber Greens, Plot number 490, 491, Phase III, Udyog Vihar III, Sector 20, Gurugram, Haryana 122008
  ProcDNA LLC
  400 Oyster Point Blvd #213, South San Francisco, CA 94080, United States