TERMS AND CONDITIONS FOR USE

REGULON SOFTWARE

1. Acceptance of Terms

1. By accessing or using our SaaS platform (the "Service"), you ("User") agree to be bound by these Terms and Conditions (the "Terms"). If you do not agree to these Terms, you may not use the Service.
2. These Terms constitute a legally binding agreement between you and Regulon Ltd (the "Company").

2. Definitions

1. "Service" means the software applications, platforms, and associated services provided by the Company.
2. "User" means any individual or entity accessing or using the Service.
3. "Subscription" means the access plan chosen by the User, which may include different levels of service and pricing.
4. "User Data" means any data, information, or material provided or submitted by the User in the course of using the Service.

3. License Grant and Restrictions

1. License: The Company grants the User a non-exclusive, non-transferable, revocable license to access and use the Service for the duration of the Subscription, subject to these Terms.
2. Restrictions: The User shall not:

1. Sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Service
2. Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service.
3. Access the Service to build a similar or competitive product or service.
4. Copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Service in any form or by any means.

4. User Obligations

1. The User agrees to:

1. Provide accurate, current, and complete information during the registration process.
2. Maintain the security and confidentiality of their login credentials.
3. Be solely responsible for all activities that occur under their account.
4. Promptly notify the Company of any unauthorized use of their account.
5. Ensure that their use of the Service complies with all applicable laws and regulations.

1. The User shall not use the Service to:

1. Upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
2. Impersonate any person or entity or falsely state or misrepresent their affiliation with a person or entity.
3. Interfere with or disrupt the Service or servers or networks connected to the Service.
4. Violate any applicable local, state, national, or international law or regulation.

5. Fees and Payment

1. The User agrees to pay all fees associated with their Subscription as specified at the time of purchase.
2. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, which are the User's responsibility.
3. The Company reserves the right to modify its fees and payment terms at any time, with notice provided to the User at least 30 days in advance.
4. Failure to pay fees may result in suspension or termination of access to the Service.

6. Term and Termination

1. This Agreement commences on the date the User first accesses the Service and continues until terminated by either party.
2. The User may terminate their Subscription at any time by following the cancellation process provided in their account settings or by contacting customer support.
3. The Company may terminate or suspend the User's access to the Service immediately, without prior notice or liability, for any reason, including if the User breaches any of these Terms.
4. Upon termination, the User's right to use the Service will immediately cease.

7. Automatic Renewal

1. Unless the User opts out of automatic renewal, their Subscription will automatically renew at the end of each subscription period.
2. The User may opt out of automatic renewal at any time through their account settings or by contacting customer support.

8. Intellectual Property Rights

1. The Company and its licensors retain all right, title, and interest in and to the Service, including all related intellectual property rights.
2. The User retains all right, title, and interest in and to their User Data. The User grants the Company a license to use, modify, and distribute User Data solely to provide and improve the Service.

9. Limitation of Liability

1. In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses.
2. The Company's total liability under this agreement shall not exceed the amounts paid by the User in the 12 months preceding the event giving rise to the liability.

10. Disclaimers and Warranties

1. The Service is provided "as is" and "as available" without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
2. The Company does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

11. Governing Law and Jurisdiction

1. These Terms shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions.
2. Any disputes arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts the United Kingdom.

12. Modifications to Terms and Service

1. The Company reserves the right to modify these Terms at any time. Users will be notified of significant changes via email or through the Service.
2. Continued use of the Service after any such changes constitutes acceptance of the new Terms.
3. The Company reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time with or without notice.

13. Support and Maintenance

1. The Company will provide support services as described in the applicable service level agreement (SLA), which is incorporated by reference into these Terms.
2. The Company will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime and any unavailability caused by circumstances beyond our reasonable control.

14. Data Protection and Privacy

1. The Company will comply with all applicable data protection laws regarding personal data collected through the Service.
2. The Company's collection and use of personal information is governed by its Privacy Policy, which is incorporated by reference into these Terms.

15. Confidentiality

1. Each party agrees to keep confidential any proprietary or confidential information disclosed by the other party in connection with the Service.
2. This obligation of confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

16. Indemnification

The User agrees to indemnify and hold harmless the Company, its affiliates, officers, agents, employees, and partners from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the User's use of the Service, violation of these Terms, or violation of any rights of another.

17. Entire Agreement

These Terms constitute the entire agreement between the User and the Company regarding the Service and supersede all prior agreements and understandings, whether written or oral.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

19. Assignment

1. The User may not assign or transfer these Terms or any rights or obligations hereunder without the Company's prior written consent.
2. The Company may assign these Terms at any time without notice.

20. Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.