INDIGOBIO.COM TERMS OF USE

Welcome to indigobio.com (the “Website”). This Website, inclusive of associated pages, are owned and operated by Indigo BioAutomation, Inc. (“Indigo BioAutomation,” “we,” “us,” or “our”). By accessing and using this Website, you agree to comply with and be bound by the following terms of and conditions, together with any documents they expressly incorporate by reference, including our Commercial Privacy Policy (available at indigobio.com/privacy) (collectively, the “Terms of Use” or “Terms”). These Terms govern your access to and use of our Website, including any content, functionality, and services offered on or through the Website, whether as a guest or a registered user. If you do not agree with these Terms, please do not use the Website.

Use of the Website

You must be at least 18 years old to use this Website.

You agree to use the Website for lawful purposes only and in accordance with these Terms.

You shall not engage in any activity that disrupts or interferes with the functionality of the Website.

By using this Website, you represent and warrant that you are of legal age to form a binding contract with Indigo BioAutomation and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Accessing the Website

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide, or we may collect automatically, certain personal information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy and you consent to all actions we take with respect to your personal information consistent with our Privacy Policy.

Intellectual Property Rights

This Website and all content on this Website, including but not limited to text, graphics, logos, images, video, software, and other materials (and the design, selection, and arrangement thereof) (collectively, “Content”), is the property of Indigo BioAutomation or its licensors and is protected by copyright, trademark, patent, trade secret, and other applicable intellectual property or proprietary rights laws.

You may not modify, reproduce, distribute, create derivative works of, publicly display, or otherwise use the Content without our prior written permission, except as follow:

Your computer may temporarily store copies of such materials in memory incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not:

Modify copies of Content or any other materials from the Website.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.

You must not access or use for any commercial purposes any part of the Website or any services or Content available through the Website without Indigo BioAutomation’s explicit written permission.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any Content on the Website is transferred to you, and all rights not expressly granted are reserved by Indigo BioAutomation. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Trademarks

The Indigo BioAutomation company name, product names ASCENT and ARQ, the Indigo BioAutomation logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Indigo BioAutomation or our affiliates or licensors. You must not use such marks without the prior written permission of Indigo BioAutomation. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local, or international law or regulation.
To impersonate or attempt to impersonate Indigo BioAutomation, an Indigo BioAutomation employee, another user, or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing).

Additionally, you agree not to interfere with the proper working of the Website or of any parties’ ability to access and use the Website.

While we welcome and encourage you to access, share, and discuss the Content on our Website, we ask that you do not post or publish it to third-party websites without our permission and without properly recognizing Indigo BioAutomation as the creator of that Content. Likewise, you may not share, post, or republish our Content in a way that claims, suggests, or insinuates you or any other party are the author or creator of our Content.

User Submissions

If you submit or upload any content, feedback, or other materials (collectively, “User Submissions”) to the Website or associated pages, you grant Indigo BioAutomation a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute such User Submissions for any purpose and to any third party. Any User Submission you post to the Website or otherwise send to or share with Indigo BioAutomation will be considered non-confidential and non-proprietary.

All User Submissions must comply with the Content Standards set out in these Terms of Use.

You represent and warrant that:

You own or control all rights in and to the User Submissions and have the right to grant the license granted above to us and our affiliates and service providers, and any User Submissions you make do not infringe upon the rights of any third party.
All of your User Submissions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Submissions you submit or contribute, and you, not Indigo BioAutomation, have the full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other user on the Website.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Submissions in our sole discretion.
Take any action with respect to any User Submissions that we deem necessary or appropriate in our sole discretion, including cooperating with third parties who claim a User Submission violates their intellectual property or other rights and cooperating with lawful court orders and requests from law enforcement.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Accordingly, you waive and hold harmless Indigo BioAutomation from any claims resulting from any actions we take regarding access to, the use of, and our control of our Website.

However, we cannot review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These Content Standards apply to any and all User Submissions and use of any interactive features or services. User Submissions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Submissions must not:

Contain any material that is, in our sole discretion, objectionable or offensive in any way.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others.
Contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy [URL to Privacy Policy].
Be likely to deceive any person, impersonate any person, misrepresent your identity or affiliation with any person or organization, or give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising without our express permission.

Copyright Infringement

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Indigo BioAutomation, Inc., Attn: Legal Department, 385 City Center Drive, Ste 200, Carmel, IN 46032.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures

If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

Your physical or electronic signature.
An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. Indigo BioAutomation does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Indigo BioAutomation disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Third-Party Links and Content

The Website may contain content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. The Website may also contain links to third-party websites or services. We do not endorse or control these third-party sites and are not responsible for their content or practices. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the Content provided by Indigo BioAutomation, are solely the opinions and the responsibility of the person or party providing those materials.

Your use of third-party websites is at your own risk, and you should review their terms and policies before engaging with them. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

Disclaimer of Warranties

We do not guarantee that the Website will be error-free, uninterrupted, or free from harmful components. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. To the fullest extent provided by law, Indigo BioAutomation will not be liable for any loss or damage caused by your use of the Website, any services, items, or other Content obtained or downloaded through or from the Website.

Your use of the Website, its Contents, and any services or items obtained through the Website is at your own risk. The Website, its Contents, and any services or items obtained through the Website are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. To the fullest extent provided by law, Indigo BioAutomation hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

The foregoing does not affect warranties that cannot be excluded or limited under applicable law.

To the fullest extent provided by law, Indigo Bioautomation hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Limitation of Liability

To the fullest extent provided by law, in no event will Indigo BioAutomation, our affiliates, or our respective licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use (or inability to use) of the Website or any Content on the Website, even if foreseeable.

Indemnification

You agree to indemnify and hold harmless Indigo BioAutomation, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, damages, losses, liabilities, judgments, awards, costs, fees, and expenses (including legal fees) arising out of your use of the Website (including but not limited to your User Submissions) or violation of these Terms.

Changes to These Terms

We reserve the right to modify these Terms at any time. Any changes will be posted on this page with an updated Effective Date. Your continued use of the Website after changes to the Terms are posted constitutes your acceptance of and agreement to the revised Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Changes to the Website

We may update the Content on this Website from time to time, but its Content is not necessarily complete or up-to-date. Any of the Content or material on the Website may be out of date at any given time, and Indigo BioAutomation is under no obligation to update such material.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction).

Subject to the Dispute Resolution section below, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Indiana, in each case located in the City of Carmel and County of Hamilton, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Dispute Resolution

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH INDIGO BIOAUTOMATION, INC. ON AN INDIVIDUAL BASIS AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM INDIGO BIOAUTOMATION, INC.

a. Scope of Dispute Resolution Section

As used in this Dispute Resolution Section (the “Section”), “Dispute” means any disputes, claims, suits, actions, causes of action, and/or demands in any way relating to or arising out of the use of the Website, to information shared by you or others over the Website or through other websites, portals, or online services operated by Indigo BioAutomation, to Indigo BioAutomation’s collection or sharing of your information, or to these Terms of Use. This Section does not apply to any of the following types of claims: (i) claims by employees of Indigo BioAutomation, Inc. related to the terms or conditions of their employment; (ii) any individual action brought in small claims court for disputes and actions fully within the scope of such court’s jurisdiction; or (iii) claims in which either party seeks injunctive or other equitable relief in a court of competent jurisdiction to prevent the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

b. Waiver of Right to Pursue Class Action or Collective Claims (“Class Action Waiver Provision”)

You agree to resolve Disputes with us only in arbitration and only on an individual basis, and you waive any right to pursue any claims on a class, collective, or consolidated basis or in a representative capacity to the maximum extent permitted by applicable law. You and Indigo BioAutomation agree that each may bring claims against the other only on an individual (non-class) basis and not as a plaintiff or a class member in any purported class or representative action or proceeding. Further, you and Indigo BioAutomation agree that a Dispute cannot be brought as a class, collective, consolidated, or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals to the maximum extent permitted by law.

c. Agreement to Arbitrate Claims; Waiver of Jury Trial

By agreeing to these terms of use, both you and Indigo BioAutomation are waiving the right to a jury trial on any Disputes. For any Dispute in any way relating to or arising out of the Website or these Terms of Use, you and Indigo BioAutomation agree that the Dispute shall be resolved by final and binding individual arbitration. No class, collective, consolidated, or other type of representative action arbitration will occur.

In addition, you and Indigo BioAutomation agree that each party will notify the other party in writing of any arbitrable Dispute within thirty (30) days of the date the Dispute arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Indigo BioAutomation shall be sent by certified mail or courier to Indigo BioAutomation, Inc., ATTN: Legal Department, 385 City Center Drive, Ste 200, Carmel, IN 46032. Your notice must include: (i) your name, street address, telephone number, the email address you use or used for your online services account (if and as applicable), and, if any, an email address at which you can be contacted; (ii) a brief description of the Dispute; (iii) the amount of money, if any, at issue in the Dispute; and (iv) the specific relief you are seeking. Indigo BioAutomation will send notice to your last known street and email addresses on file, if any. Any notice will include: (i) our name, street address, telephone number and an email address at which we can be contacted with respect to the Dispute; (ii) a description in reasonable detail of the nature and basis of the Dispute; and (iii) the specific relief that we are seeking.

If you and Indigo BioAutomation cannot agree how to resolve the Dispute within thirty (30) days after the notice is received by the other party, then either you or Indigo BioAutomation may, as appropriate and in accordance with this Section, commence an arbitration proceeding with a written demand for arbitration.

d. Limitation on Time to Bring Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action for or related to a Dispute brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will forever be barred. Note that this may be a shorter time period than allowed under otherwise applicable law.

e. Arbitration Administration and Certain Procedures

You and Indigo BioAutomation agree that, if and as available, any arbitration will be administered by the American Arbitration Association, except as otherwise modified by these Terms.

www.adr.org/Rules

If the American Arbitration Association is unavailable or unwilling to conduct the arbitration for any reason, or the parties mutually agree that the American Arbitration Association should not conduct the arbitration, then by mutual agreement the parties shall select an alternative, impartial, substitute arbitration administration service. This agreement to arbitrate is not contingent on the American Arbitration Association being available or willing to conduct the arbitration.

You and Indigo BioAutomation also agree to the following relating to any arbitration proceeding:

You and Indigo BioAutomation waive any right to bring Disputes before any court of law. Rights that you would have if you went to court, such as access to discovery, may be unavailable or limited in arbitration.
Arbitration proceedings will take place in a mutually convenient location as agreed by the parties. If the parties are unable to agree on a location, the arbitrator will select the arbitration venue, which will be within Indiana. Alternatively, the arbitrator, in his or her discretion, may order that the arbitration proceedings be conducted by telephone, online, and/or solely based on written submissions.
The arbitrator will be either a retired judge or an attorney licensed to practice law in Indiana and will be selected by the parties from the American Arbitration Association roster of arbitrators. If you and Indigo BioAutomation are unable to agree to an arbitrator within fourteen (14) days of the American Arbitration Association’s notice to the parties of its receipt of the arbitration demand, then the American Arbitration Association will appoint the arbitrator in accordance with the American Arbitration Association Rules.
The arbitrator may award declaratory or injunctive relief only in favor of you or Indigo BioAutomation and only to the extent necessary to provide the relief warranted by your or Indigo BioAutomation’s individual claim. The arbitrator shall not have any power to issue relief to anyone but you or Indigo BioAutomation.
These Terms affect interstate commerce, and the interpretation and enforceability of this Section shall be substantively, procedurally, and exclusively governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the maximum extent permitted by applicable law, except as otherwise modified by these Terms.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
You have the right at your own expense to be represented by an attorney of your own choosing. Indigo BioAutomation, likewise, has the right, at its own expense, to be represented by an attorney of its own choosing.

Payment of all filing, administration, and arbitrator fees will be governed by the American Arbitration Association Rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Indigo BioAutomation will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Indigo BioAutomation for all costs and fees associated with the arbitration that Indigo BioAutomation paid on your behalf which you otherwise would be obligated to pay under the American Arbitration Association Rules.

If any term, clause, or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Indigo BioAutomation regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Contact Information

If you have any questions about these Terms, please contact us at:

Indigo BioAutomation, Inc.
385 City Center Drive, Ste 200

Carmel, IN 46032
Email: [email protected]
Phone: +1 317 493 2400

For information about how we collect, use, and protect your personal data, please refer to our Privacy Policy and Product Privacy Policy.