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LabCloud™, Lab Operations in the Cloud
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These Terms and Conditions of Service ("Terms") govern your use of the LabCloud Services (defined below). For the purpose of these Terms:

"you/your" means you, as purchaser of the Service; and

"we/our/us/LabCloud" means LabCloud Inc. whose contact details are as follows:

BY USING THE WEBSITES AND RECEIVING THE SERVICE, OR BY SUBMITTING A PLAN REQUEST THAT REFERENCES THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ACADEMIC INSTITUTION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" AND "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICE.

A COMPANY, ACADEMIC INSTITUTION OR OTHER LEGAL ENTITY ENTERING INTO THIS AGREEMENT IS RESPONSIBLE FOR PROCURING THAT ITS USERS ARE AWARE OF AND COMPLY WITH THESE TERMS (INCLUDING, WITHOUT LIMITATION, SECTION 8 “PRIVACY POLICY” AND SECTION 11 “PROHIBITED USES”) AND SHALL BE LIABLE FOR ANY FAILURE BY THOSE USERS TO ABIDE BY THESE TERMS.

You agree that we may amend these Terms from time to time at our sole discretion and without prior reference to you, including amending any documents, forms and policies incorporated herein. If you do not agree with any of the amended terms, then you must avoid any further use of the Service.

Your use of the Service is subject to LabCloud’s Data & Privacy Policy as detailed at the following URL:

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1. Definitions

Account: an account registered under your Plan for the Service. If you are a legal entity (such as a lab or academic institute) which has more than one User, you may authorize more than one Account as your Plan allows, provided that each User shall only have one Account.

Agreement : our agreement with you, consisting of your Plan and these Terms.

Content : any content appearing on the Service posted by LabCloud or on its behalf, and/or any content to which you may be exposed due to your use of the Service including, without limitation, any and all advertisements and/or other commercial content to which you may be exposed.

Data: all electronic data or information submitted by you (or a User) to the Service.

Malicious Code: means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs of a destructive nature.

Plan : any account order/subscription plan that you have signed up for with us.

Service : the Websites, including the online research and laboratory management service provided by and/or via any of the Websites, and/or any services of LabCloud.

User ID Sign Up: means the set of username(s) and password(s), required for you to log into your Account and be able to use the Services.

Submission : shall have the meaning set out in Section 8.

Free version with Advertising: means a version of the Service that is offered with LabCloud Advertising.

User: an individual authorized by you to use the Service under your Plan.

2. Free version with Advertising

2.1 If you are having a Free version with Advertising then the following additional terms apply:

(i) is offered free of charge and is identified as such;

(ii) If the customer elects to use the Free version with Advertising, the customer agrees to accept additional functionality related to displaying sponsored advertising on the LabCloud platform. By accepting this license, the customer agrees to allow LabCloud, or any of its marketing partners to display sponsored content on the LabCloud Platform. Any attempt to remove, block, or disable this functionality automatically voids the election. This election can be changed at any time during the period of the Term by notifying LabCloud of the status of the Ad-Supported Election. The customer also agrees that a change to the election can take 5-7 business days to take effect. All other conditions related to the Installed Platform or the LabCloud-Hosted platform remain unchanged.

3. Your Account Terms

3.1 You may not access the Service through automated methods. Use of robots or other computer code which calls the Service, except where explicitly allowed, is absolutely forbidden.

3.2 Each User must provide his/her legal full name, a valid email address, and any other information requested in order to complete the signup process and create a login.

3.3 Each login may only be used by one User. A single login shared by multiple Users is not permitted. You may create separate logins for as many User as your Plan allows.

3.4 You are responsible for maintaining the security of each User's account and password and you shall procure that each User complies with these Terms. We cannot and will not be liable for any loss or damage from your (or your Users') failure to comply with these Terms.

3.5 You are responsible for all Data posted and all activity that occurs under your Account (even when Data is posted by others who have accounts under your Account).

3.6 Only one login may be allocated to each User.

3.7 You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any applicable laws (including but not limited to copyright laws).

4. Payment, Upgrading and Downgrading Terms

4.1 A valid credit card is required for paying accounts.

4.2 The Service is billed in advance, according the timeframes set out in your Plan.

4.3 If you are a legal entity or applying on behalf of a legal entity, and the number of Users on behalf of such entity needs to be changed in the middle of your subscription period, and you would like to add or remove users, your charge will then be adjusted according to your Plan.

4.4 All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, duties, including any sale or value-added taxes and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Service, and which we may add to the fees at the then applicable rates.

4.5 For any upgrade to your Plan, your credit card that you provided will automatically be charged for the additional users from the day of upgrade until end of your payment cycle with the same rate (e.g. yearly plan user for 6 months would be charged 50% of the annual price).

4.6 For downgrading your plan, please contact support@LabCloudinc.com.

5. Cancellation, Termination AND RETURN OF DATA

5.1 Your Plan shall commence once we have confirmed your subscription or we have provided access for you to use or browse through the Service (whichever is earlier) and remains in effect unless terminated as set forth in this section.

5.2 Your Plan shall automatically renew at the end of each current term for an additional successive term unless either party gives written notice of its intention not to renew no less than ten (10) days before expiration of the current term, in accordance with these Terms.

5.3 Either party may terminate an Account at any time, subject to these Terms. You may do so by contacting LabCloud Customer Support at Support@labcloudinc.com. An email or phone request to cancel your Account is considered cancellation notice and we will take all reasonable efforts to assist you to recover and hand over your data. Where you terminate an Account, we shall have no obligation to refund any advance payment that you have made.

5.4 Upon request by you made within 30 days after canceling your Account, we will make available to appropriate arrangements to transfer this data to you. After such 30-day period, we shall have no obligation to maintain or provide any Data and shall thereafter, unless legally prohibited, be entitled to delete all Data in our systems or otherwise in our possession or under our control or retain such data in our sole discretion subject to the provisions of any applicable law.

5.5 In the event that we suspend, terminate or prevent access to your Account, you must not attempt to re-register or submit content or Data (e.g. using someone else's registration), without our prior permission. The period of any suspension depends on all the circumstances at our sole discretion.

5.6 Upon termination of this Agreement, for any reason, you agree to cease all use of the Service. Any termination will not affect your obligations to us under this Agreement (including, without limitation, payments, ownership, indemnification and limitation of liability) which are intended to survive such suspension or termination. We will be entitled to discontinue prospective hosting of Data or Submissions.

5.7 Your Account cancellation will be effective immediately. In such event, we shall not be required to provide any monetary refunds.

6. Modifications to the Service and Prices

6.1 We reserve the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof) with or without notice.

6.2 Suspension and Discontinuation.

6.2.1 Temporary - we reserve the right at any time and from time to time to temporarily suspend the Service (or any part thereof) with or without a notice.

6.2.2 Permanent - we reserve the right at any time to permanently discontinue the Service (or any part thereof) with a 30 day prior notice.

6.3 Prices of all Services, including but not limited to subscription plan fees to the Service, are subject to change upon 30 days notice from us. Any subscription(s) that are pre-paid shall not be affected by this notice until the expiration of said subscription(s). Such notice may be provided at any time by posting the changes to the Websites or the Service itself.

6.4 We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service as envisaged under this section 6.

6.5 We shall not be liable in any event for matters which arise due to circumstances beyond our reasonable control.

7. Content Ownership and Data Ownership

7.1 Data uploaded or otherwise submitted to the Service by you or Users is determined entirely by you and you are solely responsible for Data. We make no representation regarding Data, including its accuracy, copyright compliance, legality or decency. LabCloud explicitly disclaims any responsibility for Data. You warrant that you (and your Users) have all necessary rights and permissions to upload any Data in accordance with these Terms.

7.2 You will retain all ownership rights in any of Data that you transmit to us or post to the Service (each a "Submission" or collectively "Submissions"), and LabCloud will not use, reproduce, publish, distribute or display your Submissions owned by you and stored on our Service with your consent.

7.2.1 LabCloud Inc. understands the sensitive nature of the Data and other information You may send to the Service and data you receive from your trading partners via the Service, and LabCloud Inc. therefore agrees to handle and protect Data pursuant to the commitments described in this Agreement. LabCloud Inc. agrees to use reasonable efforts to maintain and safeguard your data as needed to facilitate your Use of the Online Services or otherwise to perform services under this Agreement, as further described in the LabCloud Inc. Data Policy and Privacy Statement, which is incorporated into this Agreement. The term "Data" shall means profile information, transaction and other data you send/input into the Service including promotional information, transaction data/details, data you maintain about your suppliers, Personal Data, marketing information, product mix, sales mix or related information, LabCloud Inc. maintains certain rights to this data and thus may use this data for generation of anonymized materials, including but not exclusive to, reports or marketing materials as stated in the data policy.

7.3 If you choose to upload, post, display or otherwise make available (1) your Submissions to your group or to Users of the Service, or (2) Any or certain parts of your Submissions to public comments to community pages or product pages within the Service which are accessible by third parties, you also hereby grant LabCloud and each user of the Service and/or third parties, who has access to your group page, the community pages, or the product pages or who received your Submissions or public

comments from you, a non-exclusive, royalty-free license to access your Submissions and public comments through the Service, and to use and display your Submissions and public comments as permitted through the functionality of the Service and under this Agreement. You further hereby waive any and all moral rights and all rights of a similar nature in any jurisdiction in your Submissions and public comments.

7.4 All information, content and/or material posted on the Service by LabCloud or its authorized partners ("Materials") are the property of LabCloud, its third party providers and/or any other user that posts information on the Service on its behalf, which retains all rights, title and interests in and to such Materials and all intellectual property rights relating thereto, including without limitations all copyright, patent, trademarks, logos, design rights and any other proprietary rights.

7.5 Other than specifically indicated herein, no transfer or grant of any rights is made or is to be implied by any provision of this Agreement or by any other provision contained in the Service. You agree not to infringe upon all the above rights.

7.6 Without limiting any of the foregoing, you may not copy, reproduce, republish, upload, post, transmit, scrap or otherwise distribute, the Materials or any part thereof. You may download, where specifically permitted, one copy of the Materials on any single computer for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

7.7 Modification of the Materials or use of the Materials for any other purpose, including without limitations the use of Materials on any other services, or website or networked computer environment is strictly prohibited, and be deemed a violation of LabCloud’s copyright and other proprietary (including intellectual property) rights.

7.8 You acknowledge that the Materials may contain other proprietary information and material, and you will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorized use.

8. Privacy Policy

It is LabCloud’s policy to respect the privacy of all users. Your use of the Service as well as certain other information about you is subject to the terms and conditions of our Privacy Policy, which is incorporated into these Terms by reference.

9. Intellectual Property Infringement Policy

9.1 LabCloud is committed to protecting the rights of copyright right holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. Notices related to

intellectual property related violations on this Service should be submitted as outlined in Annex A to these Terms.

9.2 LabCloud does not pre-screen Content, but LabCloud and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.

9.3 The look and feel of the Service is copyright©2013-2015 LabCloud. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts without express written permission from LabCloud.

10. Trademarks

Without limiting any of the other provisions of this Agreement, LabCloud’s name, logos, product and Service names and any other trademarks, and/or domain names and/or trade names included in the Service are trademarks, trade names or service marks of LabCloud (collectively, "Trademarks ") or any of its affiliates. You agree not to display or use, in any manner, any of the Trademarks or copyrighted material without LabCloud’s prior written consent. All other third party trademarks, service marks, logos and trade names appearing on any services which are part of the Service are the property of their respective owners. No transfer or grant of any rights under any Trademarks is made or is to be implied by any provision of this Agreement or by any other provision contained in the Service, and all rights in such Trademarks is reserved by LabCloud or respective holders.

11. Prohibited Uses

You expressly agree not to use the Service in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You acknowledge that prohibited conduct includes, but is not limited to, use of the Service to invade the privacy of third parties, transmitting or uploading abusive, profane, libelous, slanderous, threatening or otherwise harassing material via the Service, transmitting or uploading any viruses, worms, ''Trojan Horses'' or other similar materials onto the Service, or reproducing, sending or distributing to or through the Service any Unsolicited Commercial Email (UCE) or SPAM or material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof. You expressly agree not to damage, alter or modify the Service or any content thereof. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, LabCloud, or any other LabCloud service. You agree not to take any action that might compromise the security of the Service, render the Service inaccessible to others or otherwise cause damage to the Service or its Materials. You agree not to add to, subtract from, or otherwise modify the Materials, or to attempt to access any

Materials that are not intended for you. You agree not to use the Service in any manner that might interfere with the rights of third parties. You are prohibited from engaging in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronized number sequence attacks) to any other user whether on Service network or on another provider’s network.

12. Mutual Warranties

Each party represents and warrants that (i) it has the legal power to enter into this Agreement and (ii) it will not transmit to the other party any malicious code.

13. LabCloud’s Warranties

13.1 YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. THE MATERIALS AND CONTENT OF THE WEBSITES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM - EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE - INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SERVICE IS GIVEN OR ASSUMED BY LABCLOUD. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

13.2 TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LABCLOUD DOES NOT WARRANT BUT WILL MAKE ALL REASONABLE EFFORTS THAT: (I) THE SERVICE AND ANY MATERIALS DISPLAYED IN THE SERVICE WILL MEET YOUR REQUIREMENTS; OR (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR (V) THE SERVER(S) OR ANY INFORMATION OR DATA RECEIVED THROUGH THE SERVICE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (VI) THE SERVICE WILL BE AVAILABLE 24-HOURS PER DAY, 7-DAYS PER WEEK; OR (VII) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. IN THE EVENT THAT YOUR ACCESS TO THE SERVICE IS SUSPENDED OR INTERRUPTED, LABCLOUD WILL MAKE REASONABLE EFFORTS TO RESTORE ACCESS TO THE SERVICE AS OUTLINED IN ANNEX B: SERVICE LEVEL AGREEMENT.

13.3 LABCLOUD DOES NOT WARRANT OR MAKES ANY REPRESENTATIONS AS TO THE SUITABILITY OF THE INFORMATION DELIVERED OR RECEIVED ON OR THROUGH THE SERVICE FOR ANY PURPOSE NOR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY,

STABILITY, COMPLETENESS OR CURRENTNESS. LABCLOUD DOES NOT WARRANT OR GUARANTEE THAT THE INFORMATION RECEIVED ON OR THROUGH THE SERVICE WILL NOT CONTAIN ADULT-ORIENTED MATERIAL, OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE OR INAPPROPRIATE. THE INFORMATION AND DATA DELIVERED BY OR RECEIVED FROM USERS ON OR THROUGH THE SERVICES IS NOT REVIEWED, CONTROLLED OR EXAMINED BY LABCLOUD BEFORE IT APPEARS ON THE WEBSITE. LABCLOUD DOES NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENTS OF ANY SUCH INFORMATION OR DATA. YOU ARE SOLELY RESPONSIBLE FOR THE CONTENTS OF INFORMATION RECEIVED FROM THE SERVICE AND MAY BE HELD LEGALLY LIABLE OR ACCOUNTABLE FOR THE USE OR MISUSE THEREOF (INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS).

14. Disclaimer

14.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LABCLOUD'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15. Mutual Indemnification

15.1 Indemnification by LabCloud. We shall defend you against any claim, demand, suit, or proceeding ("Claim") made or brought against you by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give LabCloud written notice of the Claim; (b) give LabCloud sole control of the defense and settlement of the Claim (provided that LabCloud may not settle any Claim unless the settlement unconditionally releases you of all liability); and (c) provide LabCloud all reasonable assistance, at LabCloud expense.

15.2 Indemnification by you. You shall defend LabCloud against any Claim made or brought against us by a third party alleging that your Submission, or Data or your use of the Service in violation of these Terms, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify LabCloud for any damages finally awarded against, and for reasonable

attorney’s fees incurred by, LabCloud in connection with any such Claim; provided, that LabCloud (a) promptly gives you written notice of the Claim; (b) gives you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally releases LabCloud of all liability); and (c) provides you all reasonable assistance, at your expense.

15.3 Exclusive Remedy. This Section (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim as described in this Section.

16. Limitation of Liability

16.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT LABCLOUD OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES, SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY USER OF THE SERVICE OR OTHER PARTY AFFECTED BY THE SERVICE, FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, PROGRAMS, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LABCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, SUBMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (V) RELIANCE ON ANY OF THE MATERIALS; OR (VI) ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES; OR (VII) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE; OR (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, SUBMISSIONS OR DATA; OR (VI) ANY OTHER FAILURE TO PERFORM BY LABCLOUD OR ANY OTHER MATTER RELATING TO THE SERVICE.

16.2 IF YOU ARE DISSATISFIED WITH THE SERVICE, THE MATERIALS, OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LABCLOUD'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

16.3 YOU FURTHER AGREE THAT LABCLOUD IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY TO YOU, FOR ANY MATERIAL POSTED BY OTHER USERS OF THE SERVICE, INCLUDING DEFAMATORY, OFFENSIVE, OR ILLICIT MATERIAL, AND THAT THE RISK OF DAMAGE FROM SUCH MATERIAL RESTS ENTIRELY WITH YOU. FURTHERMORE, LABCLOUD IS NOT RESPONSIBLE FOR CLAIMS ARISING FROM YOUR USE OF THE SERVICE OR YOUR BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS OF COPYRIGHT INFRINGEMENT, PATENT INFRINGEMENT, MISAPPROPRIATION OF TRADE SECRETS, LIBEL, SLANDER, TRADE LIBEL, DEFAMATION, HARASSMENT AND INVASION OF PRIVACY OR FRAUD.

17. Third Party Vendors

The User may order or use services or merchandise through the Websites from third parties not affiliated with LabCloud ( ''Third Party Vendors''). By submitting a request of any kind, including but not exclusive to Vendor Integration Requests, Connections and Interactions through the platform, You are giving to consent that all requests are authorized by You and that a Vendor may, at their discretion, perform all actions deemed necessary for the performance of service including but not exclusive to implementing vendor integration services into a live production environment without any additional authorization by You. All matters concerning such services and merchandise desired from Third Party Vendors, including but not limited to purchase terms, payment terms, warranties, guarantees, license terms, maintenance and delivery, are solely between the Third Party Vendors and the User and should be directed to such particular Third Party Vendor. LabCloud makes no warranties or representations whatsoever with regard to any such services or merchandise provided by Third Party Vendors. The User will not consider LabCloud, nor will LabCloud be construed, as a party to, or a third party beneficiary of, such transactions, whether or not LabCloud may have received revenue or other remuneration in connection with the transaction. LabCloud will not be liable to the User for any costs or damages incurred by the User or any other person with respect to or arising out of transactions with Third Party Vendors.

18. Links

LabCloud is not responsible for the content on the Internet or World Wide Web pages that are contained outside the Websites. As a convenience to our members, LabCloud provides links to many resources. LabCloud makes no representations as to the quality, suitability, functionality or legality of any websites to which LabCloud may provide links, and you hereby waives any claim you or the User may have against LabCloud with respect to any such websites. Unless you have a written agreement or a specific consent in effect with LabCloud which states otherwise, links to the Websites may be provided only in the following manner: (a) links must not suggest or otherwise create the false appearance that LabCloud is affiliated with any person or entity, or that LabCloud otherwise endorses, sponsors or affiliated with any product or service; (b) the appearance, position and other aspects of any link to the Websites may not be such as to damage or dilute the goodwill associated with LabCloud’s name and

Trademarks; (c) all links to the Websites must "point" to the URL "www.LabCloudinc.com" and not to other pages within the Websites; (d) all links to the Websites, when activated by a user, must not display the Websites within a "frame" on the linking website, or any other website.

Without limiting any of the above, LabCloud reserves the right to revoke its consent to any link to the Websites, at any time in its sole discretion.

19. General Conditions

19.1 You understand that LabCloud uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

19.2 LabCloud may, but have no obligation to, remove Content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or this Agreement.

19.3 You understand that the technical processing and transmission of the Service, including Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

19.4 If your bandwidth usage exceeds 1TB/month, or significantly exceeds the average bandwidth usage (as determined solely by LabCloud) of other Service customers, we reserve the right to immediately disable your Account or throttle your file hosting until you can reduce your bandwidth consumption.

19.5 The failure of LabCloud to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement constitutes the entire agreement between you and LabCloud and govern your use of the Service, superseding any prior agreements or any prior or subsequent purchase order(s) between you and LabCloud (including, but not limited to, any prior versions of the Agreement).

19.6 The Agreement shall be governed by and construed in accordance with the laws of the United States of America, without regard to any conflict of laws principles. Any legal action, suit or proceeding

arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in Massachusetts, USA, and you and LabCloud each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.

19.7 The relationship between LabCloud and you under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

19.8 LabCloud shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. You shall have no right to assign any of your rights or obligations under this Agreement. This Agreement shall be inure to the benefit of, and be binding upon, LabCloud and its respective successors and assigns.

ANNEX A

Intellectual Property Infringement Policy

LabCloud is committed to protecting the rights of copyright right holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. Notices related to intellectual property related violations on this Service should be either submitted using the ‘Report this Comment’ facility or addressed to our copyright agent at the following address:

ROBERT A. ADELSON, ESQ.

Engel & Schultz, LLP

One Federal Street, 21st Floor

Boston, MA 02110

(617) 951-9980 EXT. 205

FAX: (617) 951-0048

E-mail: radelson@engelschultz.com

Please include all of the following information in your notification:

(i) a physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive copyright that is allegedly infringed;

(ii) a description of the copyrighted work that you claim has been infringed;

(iii) a description of where the material you claim is infringing is located on the site;

(iv) your address, telephone number, email address and all other information reasonably sufficient to permit us to contact you;

(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of any exclusive right that is allegedly infringed.

LabCloud will process any notices of alleged copyright infringement and will take appropriate actions required under applicable laws. Upon receipt of appropriate notices, LabCloud will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

ANNEX B: LABCLOUD SERVICE LEVEL AGREEMENT (SLA)

LabCloud will use commercially reasonable efforts to perform the LabCloud Services with care, skill, and diligence in accordance with the applicable professional standards of LabCloud’s industry.

LabCloud Installation and Support

LabCloud Support Services are designed to create availability 24 hours a day, 7 days a week, 365 days a year. User support covers LabCloud Platform setup (Platform installation on server or cloud instance, initial user account and interface setup, platform configuration), application support and service in accordance with the Software terms of use. If LabCloud Inc offers additional services including, but not limited to, hardware leasing, cloud server space or hardware support, please review the terms and conditions for those services beyond this agreement. As long as no contracts are violated, IT will provide best effort troubleshooting and support for this service.

The response time of the IT staff is limited to business hours (8:30 – 5:30 MF U.S. Eastern Standard Time). IT will operate on best effort to resolve critical service outages during off business hours.