For purposes of this Agreement, the following terms have the following meanings:

“Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Affiliate(s)” means any entity that directly or indirectly controls, is controlled by or is under common control with a party, for so long as such control continues. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the controlled entity, whether through the ownership of voting securities, partnership, other ownership interests, by contract or otherwise.

"Authorized Users" means the employees or other persons affiliated with Customer and authorized by you to use the Services pursuant to the terms and conditions of this Agreement and for whom access to the Services has been purchased under an applicable Order Form.

"Customer" or “you” or “your” means the Person identified as the customer on the Order Form.

"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Feedback.

"Customer Systems" means the Customer information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), internet usage, and networks, whether operated directly by Customer or through the use of third-party services.

"Cytiva," “we,” or “us” means the Cytiva entity specified in the applicable Product Specific Terms.

"Cytiva Materials" means the Specifications, Documentation, and Cytiva Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Cytiva or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Cytiva Systems. For the avoidance of doubt, Cytiva Materials include Feedback.

"Cytiva Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Cytiva or any subcontractor.

"Cytiva Systems" means the information technology infrastructure used by or on behalf of Cytiva in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Cytiva or through the use of third-party services.

"Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Cytiva or its designee to disable your or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Cytiva or its designee.

"Documentation" means user manuals, operation instructions, or other materials provided by Cytiva, in printed, electronic, or other form, describing the functionality, components, features, or requirements of the Services or Cytiva Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Feedback" means suggestions, ideas, recommendations, enhancement requests, corrections, improvements, modifications, error identifications or data and information related to your use of the Services that is used by Cytiva in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, and any improvements, updates, modifications, or enhancements made to the Services made in the course of or as a result of the same.

"Fees" means the fees, excluding all taxes thereon, paid or required to be paid by you for the Services.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Cytiva Systems as intended by this Agreement. Harmful Code does not include any Disabling Device.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to (i) inventions and know-how, whether or not patentable; (ii) patents and patent applications; (iii) trademarks, service marks, trade dress, logos, internet domain names and trade names, and all goodwill associated therewith; (iv) copyrights and related rights; (v) computer software, data, databases, files and documentation and other materials related thereto; (vi) trade secrets and confidential, technical and business information; (vii) all similar rights provided by bilateral or international treaties or conventions; (viii) all rights to sue or recover and retain damages and costs and attorney’s fees for past, present and future infringement or misappropriation of any of the foregoing, and (ix) and all similar or equivalent rights or forms of protection, in any part of the world.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Order Form” means any final written purchase order, quote, order acknowledgement or other form filled out and submitted and executed by or on behalf of Customer (such submission or execution may be online or through other electronic means), and accepted by or on behalf of Cytiva, for Customer’s purchase of the Services (and excluding any general terms and conditions supplied by you). The Order Form shall identify the Subscription Services and/or Support Services ordered by you, the quantities and term thereof, fees payable (unless ordered through a distributor), and applicable Customer information.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

“Product Specific Terms” means the additional terms and conditions which apply to certain products and services offered by Cytiva, and located here (and any successor or related locations designated by Cytiva), as may be updated by us from time to time.

"Specifications" means the specifications for the Services.

"Third Party" means any Person other than you or Cytiva.

"Third Party Materials" means materials and information, in any form or medium, including any products, services, websites, links, content, material, integrations, bots or applications from open-source or other software, documents, data, specifications, equipment, or components, that are relating to, incorporated in, or otherwise used together with the Services, that are not proprietary to Cytiva, whether or not provided by you or Cytiva.

2.1 Scope. This Agreement governs Cytiva’s internet-based products and services. The terms and conditions applicable to you under this Agreement include (i) the Cytiva privacy policy (and any successor or related locations designated by Cytiva), as may be updated by us from time to time (the “Cytiva Privacy Policy”), (ii) the Product Specific Terms and (iii) the Order Form(s) signed by you. The terms and conditions of this Agreement do not apply to Cytiva’s downloadable or custom software products. Use of Cytiva’s downloadable or custom software products requires a separate license from Cytiva.

2.2 Product Specific Terms. By (i) accessing and using a product covered by Product Specific Terms, (ii) creating an internet-based account with Cytiva in respect of a product covered by Product Specific Terms or (iii) continuing to use a product covered by Product Specific Terms after being notified of changes to this Agreement or the Product Specific Terms, you agree to the Product Specific Terms.

2.3 Services. Subject to and conditioned on compliance with the terms and conditions of this Agreement (including payment of all Fees) by you and your Authorized Users, Cytiva shall use commercially reasonable efforts to provide to you and its Authorized Users the cloud-based service offerings set forth in the applicable Order Form (the "Subscription Services") and (ii) if applicable, any related implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management related to your access to, and use of, such Subscription Services, each as set forth in an applicable Order Form (the "Support Services" and together with the Subscription  Services, the "Services".) Cytiva may from time to time in its discretion engage third parties to perform the Services.  " Support Services" and together with the Subscription Services, the "Services"). Cytiva may from time to time in its discretion engage third parties to perform the Services.

2.4 Use License. Subject to and conditioned on compliance with the terms and conditions of this Agreement (including payment of all Fees) by you and your Authorized Users, Cytiva hereby grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, right to access and use the Services during the Term for your internal business purposes only. Cytiva further grants to you and its Authorized Users a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for your internal business purposes in connection with the use of the Services.

2.5 Evaluations; Trials; Beta Versions.

2.5.1 Cytiva may make available accounts, trial/test, pre-release and beta products offerings, or pre-release and beta features within generally available Service offerings, to you at no charge (collectively, “No-Charge Products”). Use of No-Charge Products is only permitted during the trial period we designate (or, if not designated, until terminated by Cytiva upon written notice, or in accordance with this Agreement) (the “Trial Period”).

2.5.2 Cytiva grants to you, for the applicable Trial Period, a limited, revocable, non-exclusive, non-sublicensable, non-transferable, right to access and use the No-Charge Products for the purpose of internal, noncommercial, evaluation, and review of the No-Charge Products, and not for general commercial use. In certain cases, Cytiva may charge a nominal fee in order to allow you to access the No-Charge Products, but such No-Charge Products shall still remain subject to this Section 2.5.

2.5.3 Your use of the No-Charge Products shall be governed by the terms of this Section 2.5, the other terms of this Agreement, and any Product Specific Terms that Cytiva may apply to the No-Charge Products, from time to time. In the event of a conflict between the applicable terms, the order of precedence shall be as follows: (a) the Product Specific Terms, (b) this Section 2.5, and (c) the other terms of this Agreement.

2.5.4 Cytiva shall be under no obligation to provide you with any commercial services relating to the No-Charge Products following expiration of the Trial Period.

2.5.5 You acknowledge that the No-Charge Products contains confidential information and trade secrets of Cytiva and its licensors, are hereby deemed Cytiva’s Confidential Information.

2.5.6 You acknowledge and agree that: (a) the No-Charge Products are not an official product and have not been commercially released for sale by Cytiva; (b) the No-Charge Products may not operate properly, be in final form or fully functional; (c) the No-Charge Products may contain errors, design flaws or other problems; (d) it may not be possible to make the No-Charge Products fully functional; (e) the information obtained using the No-Charge Products may not be accurate and may not accurately correspond to information extracted from any database or other source; (f) use of the No-Charge Products may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Cytiva is under no obligation to release a commercial version of the No-Charge Products; and (h) Cytiva has the right unilaterally to abandon development of the No-Charge Products, terminate the license to the No-Charge Products at any time, introduce new features or functionality to the No-Charge Products or remove existing features or functionality thereof, and define and deploy certain grades and priorities schemes, at any time and without any obligation or liability to you. You acknowledge and agree that you should not rely on the No-Charge Products for any reason. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored, or otherwise processed by the No-Charge Products. You will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of your use of the No-Charge Products.

2.5.7 The No-Charge Products are provided ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. For the avoidance of doubt, the terms of Section 13.1 shall apply to No-Charge Products. To the maximum extent permitted by applicable law, IN NO EVENT WILL CYTIVA'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE REPRESENTATIVES AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY IN CONNECTION WITH NO-CHARGE PRODUCTS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100).

2.7 Reservation of Rights. Nothing in this Agreement grants to any Person or entity any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Cytiva Materials, or any Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services and the Cytiva Materials are and will remain with Cytiva and its licensors.

3.1 Administrators. During the configuration and set-up process for the Services, you will identify an administrative user for your account. You agree that the administrative user shall provide current, correct, and complete registration details to Cytiva. Cytiva will provide login details to the administrative user. Cytiva reserves the right to refuse registration of, or cancel user names it deems inappropriate. You are responsible for who you allow to become the administrative user for your account and any actions such administrative user may take. You agree that Cytiva’s responsibilities do not extend to your internal management or administration of the Services.

3.1.1 Each administrative user will have the full authority to act on your behalf in respect of your account. Administrative users may (a) add and delete Authorized User, (b) specify and amend the roles of Authorized Users, (c) access your account registration; and (d) take any other permitted action to administer your use of the Services.

3.2 Authorized Users. You may allow such number of your employees as is indicated on the Order Form to use the Services as Authorized Users. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but such subscriptions may be reassigned to new Authorized Users replacing former Authorized Users who no longer require access to the Services. You may add additional Authorized Users by placing a new order for the Services or modifying an existing Order Form. You may be charged additional Fees for any increased use at Cytiva’s then-current rates. You shall use commercially reasonable efforts to cause Authorized Users to be, at all times, educated and trained in the proper use and operation of the Services such Authorized Users utilize, and to ensure that the Services are used in accordance with the Documentation and any other applicable manuals, instructions and specifications provided by Cytiva from time to time.

3.3 Authorized User Conditions to Use. As a condition to access and use of the Services, each Authorized User shall agree to be bound by the terms and conditions of this Agreement, and, in each case, you shall ensure such compliance. You shall immediately notify Cytiva of any violation of the terms and conditions of this Agreement by any Authorized User. You are responsible for controlling who you allow to become an Authorized User. You shall be liable for any breach by any Authorized User of the terms and conditions of this Agreement.

3.4 Access Credentials. You must require that all Authorized Users, keep usernames, passwords, or other Access Credentials strictly confidential and do not share such information with any unauthorized person. You and your Authorized Users should exercise particular caution when accessing the Services from a public or shared computer, so that others are not able to view or misappropriate your Access Credentials.

3.5 Age Requirement for End Users. The Services are not intended for, and should not be used by, anyone under the age of 18. You are responsible for ensuring that all Authorized Users are at least 18 years old.

3.6 Account Responsibility. You will be responsible for all uses of any account licensed to you, whether or not you have authorized the particular use or user, and regardless of your knowledge of such use.

3.7 Suspension or Termination of Services. Cytiva may, directly or indirectly, and by use of a Disabling Device or any other lawful means, suspend, terminate, or otherwise deny you, any Authorized User, or any other Person's access to or use of all or any part of the Services or the Cytiva Materials, without incurring any resulting obligation or liability, if: (a) Cytiva receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Cytiva to do so; or (b) Cytiva believes, in its good faith and reasonable discretion, that: (i) you or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) you or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. Cytiva shall have no liability to you in the event that Cytiva takes such action. This clause does not limit any of Cytiva's other rights or remedies, whether at law, in equity, or under this Agreement.

5.1 Use Restrictions. You shall not, and shall not permit any other Person to, access or use the Services or Cytiva Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing:

5.1.1 You shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or Cytiva Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Cytiva Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Cytiva Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Services or Cytiva Materials or access or use the Services or Cytiva Materials other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or Cytiva Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Cytiva Systems, or Cytiva's provision of services to any Third Party, in whole or in part; (g) impose or may impose, in Cytiva's sole discretion, an unreasonable or disproportionately large load on the Service infrastructure; (h) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Cytiva Materials, including any copy thereof; (i) access or use the Services or Cytiva Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Third Party, or that violates any applicable law; (j) access or use the Services or Cytiva Materials for purposes of competitive analysis of the Services or Cytiva Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Cytiva's detriment or commercial disadvantage; or (k) access or use the Services or Cytiva Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or (l) otherwise access or use the Services or Cytiva Materials beyond the scope of the authorization granted under this Agreement.

5.1.2 You shall not use or permit use of the Services, including through uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that (a) is illegal, unlawful, harassing, defamatory, obscene, pornographic, vulgar, abusive, libelous, fraudulent, tortious, or is otherwise inappropriate as determined by Cytiva in its sole discretion; (b) violates privacy rights or promotes bigotry, racism, hatred or harm; (c) constitutes unauthorized or unsolicited advertising, junk, spam or bulk e-mail; (d) to record any information which would identify a patient or that meets the definition of patient data in the country in which the information is being recorded, stored or accessed or in the patient’s home country; (e) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (f) to impersonate or attempt to impersonate Cytiva, a Cytiva employee, another customer or any other Person (including, without limitation, by using e-mail addresses or registration names associated with any of the foregoing); (g) use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service or (h) otherwise violates applicable law.

6.1 Customer Systems and Cooperation. You shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems through which the Services are accessed or used; (b) provide Cytiva Personnel with such access to your premises and the Customer Systems as is necessary for Cytiva to perform the Services; and (c) provide all cooperation and assistance as Cytiva may reasonably request to enable Cytiva to exercise its rights and perform its obligations under and in connection with this Agreement.

6.2 Effect of Customer’s Failure or Delay. Cytiva is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement.

6.3 Corrective Action and Notice. If you become aware of any activity (actual or threatened) that is prohibited under this Agreement, you shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (b) notify Cytiva of any such actual or threatened activity.

6.4 Excess Use. If your use, or the use of your Authorized Users, of the Services exceeds the volume of use authorized, without derogation of any other rights or remedies Cytiva may have, whether at law, in equity, or under this Agreement, Cytiva may request that you pay the Fees attributable to the excess use.

6.5 Access and Security. You shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data.

6.6 Data Backup. The Services do not replace the need for you to maintain regular data backups or redundant data archives. CYTIVA HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7.1 Changes to the Services. Unless otherwise specified in the Order Form or Product Specific Terms, Cytiva reserves the right, in its sole discretion, to make any changes to the Services or the Cytiva Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Cytiva's services to its customers; (ii) the competitive strength of or market for Cytiva's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. Any changes to the Services that are requested by you, shall be considered Support Services, and if agreed by the parties, shall be outlined in a separate Order Form and/or statement of work and you shall be charged an additional Fee for such changes.

7.2 Updates may be necessary in order to keep using the Services. Cytiva may automatically check your version of the Services and download updates or configuration changes. You are obliged to accept any and all updates in order to continue using the Services. You may withdraw your consent to future updates by deleting and discontinuing use of the Services.

7.3 Changes to this Agreement. Cytiva may change the terms and conditions of this Agreement at any time. We shall provide you with notice of any such changes via your account portal, by posting the modified agreement on the platform through which you access the Services, or through such other medium as Cytiva determines from time to time. Such changes to the terms and conditions shall become effective immediately upon notice. Using the Services after the changes become effective means you agree to the new terms and conditions. If you do not agree to the new terms and conditions, you must stop using the Services and the Cytiva Materials and close your account in respect of the Services.

In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 9.1, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential".

9.1 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a Third Party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.2 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 9.2; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and (e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 9.

9.3 Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3, and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

10.1 Services and the Cytiva Materials. All right, title, and interest in and to the Services and the Cytiva Materials, including all Intellectual Property Rights therein, are owned by Cytiva. You have no right, license, or authorization with respect to any of the Services or the Cytiva Materials except as expressly set forth in this Agreement. All other rights in and to the Services and the Cytiva Materials are expressly reserved by Cytiva. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Cytiva an assignment of all right, title, and interest in and to the Feedback, including all Intellectual Property Rights relating thereto. For clarity and without derogation of the foregoing, Cytiva may freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, including to improve the Services and to develop, market, offer, sell and provide other products and services. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

10.2 Cytiva Trademarks. Trademarks, logos, and service marks displayed on the Services are registered and unregistered trademarks of Cytiva, its licensors or services providers, or other Third Parties. All of these trademarks, logos and service marks are the property of their respective owners. Nothing shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Services without the owner's prior written permission, except as otherwise described herein. We reserve all rights not expressly granted in and to the Services and its content.

10.3 Customer Data. As between you and Cytiva, you are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.4. You represent, warrant, and covenant to Cytiva that you own or otherwise have and will have the necessary rights and consents in and relating to the Customer Data so that, to the extent the Customer Data is received by Cytiva and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any Third Party or violate any applicable law.

10.4 Consent to Use Customer Data. You hereby irrevocably grant all such rights and permissions in or relating to the Customer Data as are necessary or useful to Cytiva, its subcontractors, and the Cytiva Personnel to enforce this Agreement and exercise Cytiva's, its subcontractors', and the Cytiva Personnel's rights and perform Cytiva's, its subcontractors', and the Cytiva Personnel's obligations hereunder.

11.1 CYTIVA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES AND SERVICE PROVIDERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES OR THE CYTIVA MATERIALS. YOU UNDERSTAND THAT USE OF THE SERVICES OR THE CYTIVA MATERIALS IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES AND THE CYTIVA MATERIALS ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

11.2 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CYTIVA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND THE CYTIVA MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CYTIVA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES AND CYTIVA MATERIALS WILL MEET THE CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, MATERIALS, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY TIMELINESS, PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED OR THAT DEFECTS IN THE SERVICES AND CYTIVA MATERIALS ARE CORRECTABLE OR WILL BE CORRECTED. CYTIVA DOES NOT GUARANTEE THAT CONTENT LOSS WILL NOT OCCUR, NOR DOES CYTIVA GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM COMPUTER NETWORKS. CUSTOMER SHALL BE SOLELY RESPONSIBLE TO VALIDATE ANY RESULTS GENERATED BY CUSTOMER THROUGH USE OF THE SERVICES. THE SERVICES AND CYTIVA MATERIALS ARE NOT DESIGNED, MANUFACTURED, TESTED, OR INTENDED FOR HIGH RISK ACTIVITIES, AND CYTIVA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE FOR HIGH RISK ACTIVITIES. YOU AND YOUR AUTHORIZED USERS ARE PROHIBITED FROM USING THE SERVICES OR CYTIVA MATERIALS FOR HIGH RISK ACTIVITIES, AND ANY SUCH USE IS AT YOU OR YOUR AUTHORIZED USER’S OWN RISK. YOU AND YOUR AUTHORIZED USERS WAIVE ALL CLAIMS AGAINST CYTIVA ARISING FROM USE OF SERVICES OR THE CYTIVA MATERIALS FOR HIGH RISK ACTIVITIES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CYTIVA, ITS AFFILATES OR AN AUTHORIZED REPRESENTATIVE OF CYTIVA OR ITS AFFILATES WILL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO CUSTOMER, YOU MAY HAVE ADDITIONAL RIGHTS.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

13.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL CYTIVA AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE REPRESENTATIVES OR SERVICE PROVIDERS, BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, TREBLE, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

13.2 LIABILITY CAP. IN NO EVENT WILL CYTIVA'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE REPRESENTATIVES AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED (I) THE AMOUNT RECEIVED BY CYTIVA FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE RELEVANT CLAIM AROSE, OR (II) IF NO AMOUNTS WERE RECEIVED BY CYTIVA FROM CUSTOMER DURING SUCH PERIOD, ONE THOUSAND U.S. DOLLARS ($1,000).

13.3 THE LIMITATIONS SET FORTH IN SECTION 13.1 AND SECTION 13.2 SHALL APPLY EVEN IF THE CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATIONS SET FORTH IN SECTION 13.1 AND SECTION 13.2 SHALL NOT APPLY TO LIABILITY ARISING UNDER, FRAUD, WILLFUL MISCONDUCT, DEATH, PHYSICAL INJURY OR OTHER LIABILITY WHICH CANNOT BE LIMTED AS A MATTER OF LAW.

15.1 All Fees are set forth in the Order Form, are payable in the manner set forth in the Order Form or the Product Specific Terms, and are non-refundable, except as may be expressly set forth in the Order Form or the Product Specific Terms. Any renewal of the license hereunder shall not be effective until the Fees for such renewal have been paid in accordance with the terms and conditions herein, in the Order Form or the Product Specific Terms.

15.2 Cytiva may increase Fees after the first contract year of the Term, including in any contract year of any Renewal Term, by providing written notice to you at least thirty calendar days prior to the commencement of that contract year, or as otherwise set forth in the Order Form or the Product Specific Terms.

15.3 You acknowledge that the Services are purchased separately from any of our other products or services. Payment obligations for the Services are not contingent on the purchase or use of any of our other products (and for clarity, purchases of the Subscription Services and Support Services are separate and not contingent on each other, even if listed on the same Order Form). You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments we make regarding future functionality or features.

15.4 If you purchased the Services through an authorized partner or reseller of Cytiva (“Reseller”):

15.4.1 Instead of paying Cytiva, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use the Services if we do not receive the corresponding payment from the Reseller.

15.4.2 Your order details will be as stated in the Order Form placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of any such Order Form as communicated to us.

15.5 Resellers are not authorized to modify the terms of this Agreement or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in this Agreement.

15.6 Taxes

15.6.1 All payments due and payable by you to Cytiva under this Agreement are exclusive of any Value Added Tax (“VAT”), sales and use tax, goods and services tax and similar indirect taxes. In the event that any VAT, sales and use tax, goods and services tax and similar indirect taxes are properly due under any applicable law, regulation or otherwise, this shall be charged by Cytiva in addition to any other payments due hereunder and shall be payable by you on receipt of a valid tax invoice issued by Cytiva unless you provide Cytiva with valid exemption documentation allowing Cytiva not to charge the relevant indirect taxes. In addition, and in the case of U.S. domestic transactions only (i) in the event Cytiva is assessed taxes, interest and penalty by any taxing authority, you agree to reimburse Cytiva for any such taxes, including any interest or penalty assessed thereon; and (ii) each party is responsible for any personal property or real estate taxes on property that the party owns or leases, for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts.

15.6.2 All payments due and payable by you to Cytiva under this Agreement shall be made in full, free and clear of all deductions (including but not limited to withholding taxes) that may be properly due under any applicable law, regulation or otherwise. The parties shall, if applicable, cooperate with each other to make all necessary applications under the terms of any relevant double taxation agreements or other law to ensure that any withholding or similar taxes are exempted or reduced to the extent possible. Any such taxes that remain payable on the payments due from you to Cytiva shall be borne by you making a gross-up of the amounts due so that the payment is remitted fully and net of any such taxes. As a result, in the case of any such withholding or deduction, the net amount receivable by Cytiva shall be equal to the amount receivable if no withholding or deduction had taken place. All taxes shall be paid by you when due and you shall deliver to Cytiva, within thirty (30) days after the end of the month in which the payment is made, evidence satisfactory to Cytiva (including all relevant tax receipts) that the payment has been duly remitted to the appropriate competent authority.

15.7 All amounts payable to Cytiva under this Agreement shall be paid to Cytiva in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

16.1 Term. This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form, the Product Specific Terms, or until earlier terminated as set forth herein (the "Term").

16.2 Termination for Cause. Cytiva may terminate this Agreement (including all related Order Forms) immediately if you (a) fail to cure any breach of this Agreement within fifteen (15) days after notice; (b) cease operation without a successor; or (c) seek protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

16.3 Termination for Convenience. You may stop using the Services and the Cytiva Materials and terminate this Agreement (including all Orders Forms) at any time for any reason upon written notice to us, but, upon any such termination (i) you will not be entitled to a refund of any pre-paid Fees and (ii) if you have not already paid all applicable fees for the then-current Term, any such Fees that are outstanding will become immediately due and payable.

16.4 Effects of Termination.

16.4.1 Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and you and your Authorized Users shall cease using the Services and the Cytiva Materials. No expiration or termination shall affect your obligation to pay all your Fees that may have become due before such expiration or termination, or entitle you to any refund.

16.4.2 You must delete (or at our request, return) all Confidential Information or other materials of Cytiva in your possession, including residing on any third-party systems operated on your behalf. You will certify such deletion upon our request.

16.4.3. You will not have access to Customer Data (and we may delete all Customer Data unless legally prohibited) after expiration or termination of this Agreement, so you should export or otherwise download as enabled by the Service the Customer Data during the Term.

16.5 Survival. The following sections of this Agreement shall survive termination or expiration of this Agreement: Section 1, Section 9, Section 10, Section, 11, Section 12, Section 13, Section 15, Section 16.4, Section 16.5, Section 17, Section 18, Section 19.

19.1 Choice of Law.

19.1.1 FOR CUSTOMERS THAT ARE NON-U.S. RESIDENTS: All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the substantive laws of the country where Cytiva is situated, without giving effect to any choice or conflict of law provision or rule, and the parties hereby submit to the non-exclusive jurisdiction of the courts of that country.

19.1.2 FOR CUSTOMERS THAT ARE U.S. RESIDENTS: All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, and the parties hereby submit to the non-exclusive jurisdiction of the courts of the State of Delaware.

19.1.3 FOR ALL CUSTOMERS: In no event shall this Agreement be governed by the UN Convention on Contracts for the International Sale of Goods. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

19.2 All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; (iv) the later of the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, and the day of receipt of the return receipt following mailing by certified or registered mail, postage pre-paid; (v) notice provided pursuant to Section 7.2; (or) otherwise as set forth in the applicable Product Specific Terms. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time or otherwise designated in accordance with this Section 19.3).

19.3 The relationship of the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other in any manner whatsoever.

19.4 This Agreement, together with the Order Form, the Product Specific Terms, all annexes, schedules, and exhibits attached hereto constitutes the sole and entire agreement between you and Cytiva with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of a conflict between this Agreement and any Order Form or exhibit to this Agreement, the order of precedence is: (i) the Product Specific Terms, (ii) this Agreement; (iii) any annexes, schedules, and exhibits attached this Agreement; and lastly (iv) the Order Form. THE TERMS OF THIS AGREEMENT WILL PREVAIL OVER ANY GENERAL TERMS AND CONDITIONS OF SERVICE SUPPLIED BY YOU, REGARDLESS OF WHETHER OR WHEN YOU HAVE SUBMITTED ANY SUCH TERMS. FOR THE AVOIDANCE OF DOUBT, ANY GENERAL TERMS AND CONDITIONS SUPPLIED BY YOU ON ANY ORDER FORM, OR OTHER INSTRUMENTS SHALL NOT APPLY TO THE SERVICES. YOUR ABILITY TO ACCESS THE SERVICES SHALL NOT CONSTITUTE ACCEPTANCE OF ANY TERMS AND CONDITIONS SUPPLIED BY YOU.

19.5 You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Cytiva's prior written consent, which consent Cytiva may give or withhold in its sole discretion; provided however, that you may, without consent, assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations under this Agreement in connection with the sale of substantially all of your assets or capital stock, a merger or reorganization of you. No delegation or other transfer will relieve you of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 19.6 is void. Cytiva may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

19.6 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

19.7 This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19.8 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

19.9 You agree that Cytiva may identify you as a customer and use your logo and trademark in Cytiva’s promotional material. Except as set forth in the preceding sentence, neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other party.

19.10 In no event will Cytiva be liable or responsible to you, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Cytiva's reasonable control (a "Force Majeure Event"), including acts of God, pandemic, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. You may terminate this Agreement in accordance with Section 16.3 if a Force Majeure Event affecting Cytiva’s performance hereunder occurs. Cytiva may terminate this Agreement in accordance with Section 16.2 if a Force Majeure Event affecting your performance hereunder occurs.

19.11 You acknowledge and agree that a breach or threatened breach by you or your Authorized Users of any of their obligations under this Agreement would cause Cytiva irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Cytiva will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

19.12 For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

19.13 The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Last Updated: November 26, 2020

THESE PRODUCT SPECIFIC TERMS – CYTIVA BIOREACTOR SCALER (THESE “TERMS”) CONTAIN TERMS AND CONDITIONS THAT ARE IN ADDITION TO THOSE IN THE TERMS OF SERVICE FOR CLOUD PRODUCTS (“TERMS OF SERVICE FOR CLOUD PRODUCTS”), AND APPLY TO YOUR USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TERMS OF SERVICE FOR CLOUD PRODUCTS ALSO APPLY TO YOUR USE OF THE SERVICES. IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF SERVICE FOR CLOUD PRODUCTS AND THESE TERMS, THESE TERMS SHALL CONTROL.

1. Definitions

For purposes of these Terms, the following terms have the following meanings:

1. “Cytiva" means Global Life Sciences Solutions USA LLC.

1.2 “Services” means the cloud-based application for conversion of bioreactor run parameters between different bioreactor configurations currently branded as “Cytiva Bioreactor Scaler” and made available by Cytiva.

1.3 “Trial Period” means the period beginning on the date you open a no-charge account for the Services and ending in the date that you (i) terminate the no-charge account or (ii) migrates/upgrades the account.

Capitalized terms used, but not defined in these Terms shall have the meanings given to them in the Terms of Service For Cloud Products.

1. 2. No-Charge Products

2. The Services are No-Charge products and the terms and conditions for No-Charge Products (available here) shall apply.

3. 3. Service Plans

   1. 3.1 Personal Use. The Services are provided for your personal use.

   2. 3.2 Personal Account. Under this plan you will be provided with a personal account free-of-charge, that allows you to store Customer Data, including Customer Data related to your cell lines. You may not share or transfer your account to any other Person.

4. 4. Technical Support

5. Cytiva makes educational materials related to the Services available on its website and the Services contain user documentation. While Cytiva is not obliged to provide you with any support for the Services, we welcome your Feedback and may respond to your support requests (at our own discretion) made to contact.scaling@cytiva.com

6. 5. Fees/Payment

   The Services are provided free-of-charge.

Last Updated: March 21, 2022

THESE PRODUCT SPECIFIC TERMS – CYTIVA BIOREACTOR SCALER (THESE “PRODUCT TERMS”) CONTAIN TERMS AND CONDITIONS THAT ARE IN ADDITION TO THOSE IN THE TERMS OF SERVICE FOR CLOUD PRODUCTS (“TERMS OF SERVICE FOR CLOUD PRODUCTS”), AND APPLY TO YOUR USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TERMS OF SERVICE FOR CLOUD PRODUCTS ALSO APPLY TO YOUR USE OF THE SERVICES. IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF SERVICE FOR CLOUD PRODUCTS AND THESE PRODUCT TERMS, THESE PRODUCT TERMS SHALL CONTROL.

1. Definitions

For purposes of these Terms, the following terms have the following meanings:

1.1 “Cytiva" means Global Life Sciences Solutions USA LLC.

1.2 "Services” means the cloud-based application for conversion of bioreactor run parameters between different bioreactor configurations currently branded as “Cytiva Bioreactor Scaler” and made available by Cytiva.

Capitalized terms used, but not defined in these Terms shall have the meanings given to them in the Terms of Service For Cloud Products.

2. Use of the Service: exclusion of liability

2.1 Scope. The Cytiva Bioreactor Scaler allows users to explore various aspects of bioreactor scaling. It is in the nature of such a tool that it cannot guarantee to produce useful results or insights, that any results it does produce are useful or even that they are correct. You accept that you use the Services at your own risk and take responsibility for any use you make of it.

2.2 Exclusion of liability: Accordingly, Cytiva hereby excludes all liability for any use of any results or output from the Services made by Customers, or any third party to whom customers may have communicated them.

3. Administration

3.1 Additional users. The number of Authorized Users – i.e. end-user accounts – that you may use is stated on the Order Form. You may add further Authorized User subscriptions during the Term and pay on a pro-rata basis for the remainder of the year. For example, if 6 months of the Term remain, then you need pay only 50% of the 12-month Authorized User subscription per additional user.

3.2 Administrator powers. Clause 3.1.1(b) of the Terms of Service For Cloud Products does not apply – i.e. an Administrator does not have the power to specify and amend the roles of Authorized Users. If you want to add or remove an Authorized User please contact us at: contact.scaling@cytiva.com .

Technical Support

4.1 Technical Support. If you experience any technical issues in setting up your account or accessing the Services, you should first investigate and diagnose the problem. If you are still unable to solve the issue, please contact Cytiva by accessing online support. You may email Cytiva at contact.scaling@cytiva.com if the issue remains unresolved after accessing online support. Support is subject to availability, and we do not guarantee any particular response time.

4.2 Product Support. Cytiva makes educational materials related to the Services available on its website and the Services contain user documentation. Beyond this, technical support is strictly limited to assisting you in setting up your account and obtaining access to the system. The Agreement does not cover assistance with use of the functionality of the system, for example what the effect of changing a parameter might be. For customers who require additional technical support, enhanced maintenance and support services may be purchased under a separate agreement for an additional cost.

5. Technical Support

5.1 Term and renewal. The Term specified for the purposes of clause 16.1 of the Terms of Service for Cloud Products shall start on Cytiva’s first provision of a user for your account and end one year later unless renewed.

v3.13.0 onwards

Last Updated: November 1, 2023

THESE PRODUCT SPECIFIC TERMS – CHRONICLE (THESE “PRODUCT TERMS”) CONTAIN TERMS AND CONDITIONS THAT ARE IN ADDITION TO THOSE IN THE TERMS OF SERVICE FOR CLOUD PRODUCTS (“TERMS OF SERVICE FOR CLOUD PRODUCTS”), AND APPLY TO YOUR USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TERMS OF SERVICE FOR CLOUD PRODUCTS ALSO APPLY TO YOUR USE OF THE SERVICES. IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF SERVICE FOR CLOUD PRODUCTS AND THESE TERMS, THESE TERMS SHALL CONTROL.

1. Definitions

For purposes of these Product Terms, the following terms have the following meanings (and capitalised terms not defined herein shall have the meanings ascribed in the Terms of Service for Cloud Products):

1.1 “Application Request" means a HTTP request to the Chronicle Service.

1.2 “Authorized User" means an individual account holder authorized by you to access the Chronicle Service in accordance with Section 2.2.3.

1.3 “Available" means the Chronicle Service is available for access and use by you and your Authorized Users and is operating in material accordance with the Documentation.

1.4 “Chronicle Service" means the cloud-based application for a unified digital platform to monitor facility manufacturing operations and supply chain logistics, for which electronic batch manufacturing records trace every step of the manufacturing process, and which is delivered as the service branded as “Chronicle” and made available by Cytiva.

1.5 “Client error" means that the client returns a 400 range error indicating that it cannot operate with/reach the Chronicle application. Client errors are to be logged in the Chronicle application when the service is up.

1.6 “Customer Failure" means any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Product Terms or the Terms of Service for Cloud Products.

1.7 “Cytiva " means Global Life Sciences Solutions USA LLC.
Excluded Events means:

1.7.1 Customer’s failure to meet any of the Customer Requirements set forth in Section 8;

1.7.2 use of the Chronicle Service which is not in accordance with the terms of the Agreement or other relevant documentation;

1.7.3 modification of the Software or Chronicle Service by anyone other than Cytiva;

1.7.4 Customer software or third party software; and

1.7.5 Force Majeure Events.

1.8 “GMP" means Good Manufacturing Practices.

1.9 “Incident" means any problem or defect causing the Chronicle Service or the Software to be inoperable or causing the Chronicle Service or the Software to materially fail to meet the specifications published by Cytiva in respect of the same.

1.10 “Server Error" means any response to an Application Request which returns a HTTP status code in the 500 range (which indicates that the client/server encountered an unexpected condition that prevented it from fulfilling the request).

1.11 “Software" means the underlying application software providing the functionality accessed through the Chronicle Service.

1.12 “Update of Software" refers to a generally available release of the Software that includes error corrections and/or minor functional enhancements, and which is not an Upgrade.

1.13 “Upgrade of Software" refers to a generally available release of the Software that includes significant functional enhancements, however excluding any functional enhancements that are separately licensed as per Cytiva’s then current price-book.

2. Subscription Plans

2.1 Plans. Two subscription plans are available for the Chronicle Service, the Pre-GMP Plan and the GMP Plan

1. Subscription Features	Pre-GMP Plan	GMP Plan
   Data retention and access after subscription expiry/termination	Applied automatically when available	Applied upon customer request and at agreed time
   Deployment type	Multi-tenant	Single-tenant
   Validation support	Not available	Package included
   Sandbox availability	No	Yes
   SLA applicability	Not applicable	Yes (see Exhibit A)

2. 2.2 Registration and Administrative Users. Two subscription plans are available for the Chronicle Service, the Pre-GMP Plan and the GMP Plan.

   1. 2.2.1 When placing a new order for the Chronicle Service you will identify the legal entity associated with your organization that will be accessing and using the Chronicle Service. You will also be asked to name a first user with an administrator user role who will be the owner of the subscription and have administrative control of the account ("Admin Owner User"). Cytiva will provide you with login credentials for the Admin Owner User.

      2.2.2 Within the applicable limits of your subscription plan, Admin Owner Users may (a) add and lock Authorized User accounts, (b) specify and amend the roles of Authorized Users, (c) create user teams; (d) add your branding (i.e. logos and company name) to several functionalities of the account and update other account features accessible to Authorized Users, and (e) take any other permitted action to administer your use of the Chronicle Service. For clarity, this Section 2.2.2 is intended to and shall supersede Section 3.1.1 of the Terms of Service For Cloud Products.

      2.2.3You may authorize users within your organization to access the Chronicle Service. You may also authorize third parties to access the Chronicle Service on your behalf. Such third parties will be required to register for the Chronicle Service, and you will remain responsible for the compliance of such third parties under the Terms of Service For Cloud Products and these Product Terms, as you would for any other Authorized User.

3. 2.3 Subscription. Whether you choose the Pre-GMP Plan or GMP Plan, access to the Chronicle Service is subject to payment of annual subscription fees made up of, in each case, (i) a fixed base sum (which includes access for the Admin Owner User and credentials to enable Application Programming Interface (API) connection to the Chronicle Service) and (ii) an additional sum calculated according to the number of additional concurrent users required. Subscription pricing shall be as specified in Cytiva’s relevant quotation or, if no quotation is issued, Cytiva’s list price at the time of ordering/renewal (as applicable).

4. 2.4 One-Time Hosting Setup Fee For GMP Plan. In addition to the subscription fees described above, a one-time hosting setup fee applies for the GMP Plan, invoiced together with your first year’s subscription as part of account setup.

5. 2.5 Service Term. Your subscription commences on completion of registration for a Chronicle account (or, if earlier and unless otherwise agreed, the expiry of three (3) months from Cytiva’s receipt of your purchase order relating to the Chronicle Service). Unless you renew your subscription and pay the relevant subscription fees due, your subscription (and access to the Chronicle Service) will cease at the end of the period for which you have paid the fees due.

3. Data Retention

3.1 Please review the Cytiva Privacy Policy located at www.cytivalifesciences.com/legal/privacy, as it describes Cytiva’s practices and policies for the data we collect from you, your Authorized Users and your systems. In respect of the Chronicle Service, your data will be retained by Cytiva for not less than one (1) year after your last active subscription has lapsed or terminated, Extended data retention services enabling customer data access for up to five (5) years, may be purchased – for customers having a GMP Plan only - under a separate agreement for an additional cost. This service can only be purchased during an active subscription period or the standard data retention period following subscription expiry or termination.

1. 3.2 Access to data retained following subscription expiry will (subject to Section 3.1) be provided within thirty (30) days from Cytiva’s receipt of your written request.

4. Service Levels

4.1 Availability. Cytiva will use commercially reasonable efforts to make the Chronicle Service Available at least ninety-nine and one-half percent (99.5%) of the time as measured over the course of each calendar month during the Term, excluding unavailability resulting from any of the Excluded Events.

1. Availability will be calculated as follows:
   
     (TOTAL APPLICATION REQUESTS – TOTAL SERVER ERRORS)   x 100%
                                  TOTAL APPLICATION REQUESTS

   4.2 Scheduled Downtime. As part of Cytiva’s continued improvement of the Chronicle Service, Cytiva will regularly perform maintenance on the Chronicle Service (“Planned Maintenance”).

   Cytiva will schedule Planned Maintenance during the below maintenance window as determined by Cytiva based upon regional impacts:

   6PM-10AM CET/CEST

   Cytiva may also, as required, perform additional maintenance activities outside this Planned Maintenance window (“Additional Maintenance").

2. 4.3 Service Level Agreement for GMP Plan Customers. The Service Level Agreement set out in Exhibit A to these Product Terms will (subject to the terms set out in Exhibit A) apply to the Chronicle Service provided under GMP Plan subscriptions.

5. Technical Support

5.1 General Support. If you experience any technical issues in accessing the Chronicle Service, you should first investigate and diagnose the problem. If you are still unable to solve the issue, please contact Cytiva by accessing online support. For GMP customers who require additional technical support, enhanced maintenance and support services may be purchased under a separate agreement for an additional cost. Cytiva support does not cover Incidents caused by Excluded Events.

1. 5.2 Updates. If you purchase the Pre-GMP Plan you will receive automatic Updates of the Chronicle Service, which will be implemented by Cytiva when they are available. Automatic Updates may not be appropriate for all customers. For example, automatic Updates may interrupt manufacturing in a GMP environment. It is recommended that customers in a GMP environment purchase the GMP Plan, which will allow the customer to choose when Updates are made. CYTIVA ASSUMES NO RESPONSIBILITY AND ACCEPTS NO LIABILITY FOR ANY LOSS OR DAMAGE SUFFERED BY A CUSTOMER OR AUTHORIZED USER ARISING FROM AUTOMATIC UPDATES TO THE CHRONICLE SERVICE.

2. 5.3 Cytiva will provide Customer with reasonable notice and will assist Customer with adopting such Updates. For questions about GMP Plan Updates, email Cytiva at chronicle.subscriptions@cytiva.com.

6. Data Access By Cytiva

Cytiva may view, review or otherwise analyze the data stored, inputted into or otherwise collected by the Service for maintenance, system administration, technical support, and for any other purpose necessary for Cytiva to perform the Services and/or to comply with laws and regulations. Such data access will be limited to designated members of the Chronicle technical support team and will comply at all times with the terms of the Cytiva Privacy Policy.

7. Customer point of contact

Customer shall, within ten (10) days of account registration, specify a single point of contact email address to which all communications regarding the Chronicle Service should be sent and ensure that Cytiva is informed of any changes to such point of contact during the subscription term and any applicable data retention period.

8. Customer requirements

Customer’s ability to access the Chronicle Service is contingent upon Customer continuously meeting the minimum system standards established by Cytiva as set out in the technical documentation of the Chronicle Service or otherwise in the Agreement. The minimum system standards are subject to change and available at: https://gateway.chronicle.bio. Except as otherwise agreed between the Parties in a separate written agreement, Customer is responsible for (i) maintenance and management of its computer network(s), servers, software, and end user support of any equipment employed to access or use the Chronicle Service or services related to maintenance and management of the same; (ii) correctly configuring Customer’s systems in accordance with the technical documentation of the Chronicle Service; (iii) the necessary internet connection to access the Chronicle Service; and (iv) promptly notifying Cytiva of Incidents or events impacting the Chronicle Service or the Availability of the Chronicle Service.

EXHIBIT A

CHRONICLE SERVICE SLA FOR GMP PLAN CUSTOMERS

This Service Level Agreement (the “SLA”) is hereby made an addendum to and incorporated in the contract (the “Agreement”) entered into by and between the relevant Cytiva legal entity and purchasing legal entity (“Customer") specified in an order accepted by Cytiva for the provision of GMP Plan subscription to the Chronicle Service. The SLA shall apply only to the Chronicle Service during an active GMP Plan subscription and may be amended by Cytiva on giving not less than 90 days’ written notice. Cytiva’s obligations and Customer’s rights as set out in this SLA shall only apply to the extent that Customer continues to operate a deployed instance of the Software which fulfilsat least one of the following criteria: (i) not more than two (2) years has elapsed since the commercial release of such Software version, or (ii) such Software version is the most current commercial release of the Software.

1. 1. Service Levels

   Cytiva shall use its commercially reasonable endeavours to provide the Chronicle Service in accordance with the service levels set out in this SLA. In order to provide these service levels and maintain the Chronicle Service for Customer, Cytiva requires ownership of the administrator accounts and privileges to manage the infrastructure and software configurations.

   1.1 Availability
   The target “Availability” for the Chronicle Service for GMP Plan subscriptions is, in each calendar month, greater than or equal to 99.9% during the relevant calendar month (the “Availability Target”).

   1.2 Maintenance
   Cytiva will, wherever reasonably possible, work with Customer to ensure that Planned Maintenance and Additional Maintenance is performed at mutually convenient times in order to minimise the impact of associated downtime.

   In all cases, Cytiva will endeavour to provide Customer with sufficient notice to provide Customer with a reasonable period within which to prepare for the same and mitigate the impact to Customer’s business, but no less than 24 hours’ advance notice except for emergency cases.

   1.3 Software Support

   In relation to the Software provided as part of the Chronicle Service, Cytiva provides support services and will use its commercially reasonable efforts to correct reported Incidents (“Software Support”) following the below process:

   1. 1.3.1 Incident Management
      Customer shall request Software Support as follows:

      1. 1.3.1.1 Customer will report Incidents and submit support requests at: https://sla.chronicle.bio (Cytiva’s “Support Portal”), through which Incidents will be logged and managed by Cytiva (“Support Incidents”); and

         1.3.1.2 Emergency Support Incidents may be reported by email or phone as provided on the Support Portal.

   2. In relation to each Support Incident, a unique Support Incident number is assigned allowing status updates in accordance with the severity levels specified below. Cytiva is only responsible for handling Support Incidents that are reported through the process identified above.

   3. 1.3.2 Support Hours
      The global Cytiva Support team monitors the Availability of the Chronicle Service and provides Customer access to the Support Portal on a 24x7x365 basis. Cytiva provides Software Support services during the below Support Hours based on the Severity Level classification (each as defined in the table in paragraph 1.3.3 below).

      1.3.3 Severity Levels
      The Severity Level classification is as specified in the below table. After analysis and investigation of a Support Incident, Cytiva may change the Severity Level and determine the final classification as agreed with Customer.

      Severity Levels and Response Times – Standard SLA

      Classification	Description	Response Time	Status Updates	Support Hours
      Severity 1 (Urgent/Down)	Chronicle Service is not Available, or is Available but unable to materially perform in accordance with its specifications. No alternative workaround exists.	1 hour	2x per 24 hours	8am – 4pm UK time Monday-Friday excluding UK public holidays
      Severity 2 (High/Critical)	Chronicle Service is Available, but a critical feature or the performance of the Chronicle Service is significantly impaired. No alternative workaround exists.	2 hours	1x per 24 hours	8am – 4pm UK time Monday-Friday excluding UK public holidays
      Severity 3 (Normal)	Chronicle Service is Available, but a non-critical feature of the Chronicle Service is impaired. An alternative workaround is available to Customer.	4 hours	1x per week	8am – 4pm UK time Monday-Friday excluding UK public holidays
      Severity 4 (Low)	Chronicle Service is Available, non-critical features of the Chronicle Service are not working. An alternative workaround is not required.	24 hours	1x per month	8am – 4pm UK time Monday-Friday excluding UK public holidays

      1. 1.3.4 Response Times and Incident Correction
         Cytiva will respond to Support Incidents in accordance with the Response Time set forth in the table above. In case the acknowledgment of a Support Incident requires analysis of Customer data to investigate the reported Support Incident and provide status updates, the Response Time does not include any time required by Cytiva to obtain Customer’s consent to access or copy the data for the purpose of providing support under this SLA.

         Following the acknowledgement of the existence of a Support Incident, Cytiva will use its commercially reasonable efforts to correct the Support Incident and to provide Customer with status updates in accordance with the timeframes set forth in the table above. Support Incident correction may, at Cytiva’s discretion and based on Severity Level, be performed through one of the following Software fixes:

         1. 1.3.4.1 Software Update or Upgrade

         2. 1.3.4.2 Temporary workaround as agreed with Customer

         3. 1.3.4.3 Software patch or hotfix

         The method of addressing Support Incidents through Software fixes is only available in view of the most recent commercial release of the Software and the two immediately preceding major versions of the Software (defined as a version of the Software indicated by a version number of x.y-1 or x.y-2, where x.y is the most current commercial release of the Software).

      2. 1.3.5 Excluded Events
         Cytiva’s obligations to perform Software Support in accordance with this paragraph 1.3 do not apply to Support Incidents caused by Excluded Events.

         For the avoidance of doubt, in relation to Support Incidents that are caused by Excluded Events, Cytiva’s obligation under this SLA will be solely limited to an acknowledgment in accordance with the above that the Support Incident is caused by an Excluded Event. Any further services requested by Customer in relation to such Support Incident are outside the scope of this SLA and may be charged for separately.

   4. 1.4 Software Updates and Upgrades

      During the term of this SLA, Customer is entitled to receive any Updates and Upgrades that Cytiva makes commercially available. If Customer elects to receive an Update or Upgrade, Customer and Cytiva will agree on a suitable time for the Update/Upgrade. Cytiva will supply a detailed change log to Customer for assessment of the Upgrade. Following installation, such Updates and Upgrades will be considered delivered to Customer as part of the Chronicle Service originally procured, so that any entitlement to use of the Software as part of the Chronicle Service shall equally apply to any Update and Upgrade installed. Notwithstanding the foregoing, in case an Update or Upgrade removes any functionality from the Software, such removed functionality shall NOT be considered licensed and shall not be activated without an agreement on additional license fees due, if any.

   2. Backup

   As part of the Chronicle Service, backups of Chronicle data are stored within the cloud provider. Chronicle targets a 5minute recovery point objective for critical data and 24 hour backups for non-critical data such as cached data up to seven days.

   3. Service Level Reporting

   Cytiva will, on a monthly basis, provide Customer with a report (“Service Level Report”) providing summary information regarding Cytiva’s actual performance against the Service Levels as set forth in this SLA in the prior calendar month. The Service Level Report contains the following items:

   3.1 Measurement of the Availability of the Chronicle Service; and

   3.2 A summary of Support Incidents submitted to the Cytiva Support Portal by Customer

   4. Software Services Remedies

   4.1 Service Credits

If Availability of the Chronicle Service for Customer’s production environment fails to meet the Availability Target in any month during the Term, Customer shall, as a sole remedy, be entitled to the following service credits (“Service Credit(s)”)

In relation to each calendar month of Chronicle Service provided, the total Service Credits available to Customer for all failures to maintain Availability during that month, shall in aggregate not exceed 100% of the monthly Chronicle Service subscription fee paid by Customer.

1. 4.2 Receipt of Service Credits

   In order to receive the Service Credits specified in paragraph 4.1 above, Customer must submit a request for Service Credits in email or other written form to Cytiva within ten (10) business days following the receipt of the Service Level Report pertaining to the period in relation to which Customer claims the Service Credit accrued.

   Service Credits will be issued in the form of a credit note, which can only be redeemed against future fees that become due in relation to the Chronicle Service and cannot be applied to past due fees.

5. Disaster Recovery (DR)

In the unlikely event of a disaster resulting in the inability to provide the Chronicle Service from the primary data center, Cytiva will use all reasonable efforts to restore the Chronicle Service consistent with the Chronicle disaster recovery plan.

1. Cytiva will notify Customer without delay and keep Customer updated on progress according to Severity Level 1.

   The Chronicle disaster recovery plan is executed according to the following:

   1. 5.1 Disaster is a significant disruption event to the Chronicle Service from which Cytiva is prepared to recover from and does not include a Force Majeure event.

   2. 5.2 Recovery Point Objective (“RPO”) is the maximum possible interval of time before a disaster to which Cytiva will restore the system. All data changes from the moment of the disaster backward until RPO time are assumed to be lost in the event of a disaster.

   3. 5.3 Recovery Time Objective (“RTO”) is the maximum possible interval of time between the moment of a disaster and the moment where the system is back up and fully functioning in the status defined by the RPO. The system is assumed to be down from the moment of the disaster until RTO time after the disaster.

   4. Data Restoration and Objectives

   5. 5.1 In case of significant disruption to the primary datacenter, the RPO is 5 minutes and the RTO is 4 business hours (meaning 8am-4pm Monday to Friday (UK time) excluding UK public holidays)

   6. 5.2 Disaster Recovery is executed manually by Cytiva with Customer approval

   7. 5.3 Cytiva conducts an annual Disaster Recovery test of RPO and RTO in the secondary datacenter

Last Updated: June 25, 2021

THESE PRODUCT SPECIFIC TERMS – CHRONICLE (THESE “PRODUCT TERMS”) CONTAIN TERMS AND CONDITIONS THAT ARE IN ADDITION TO THOSE IN THE TERMS OF SERVICE FOR CLOUD PRODUCTS (“TERMS OF SERVICE FOR CLOUD PRODUCTS”), AND APPLY TO YOUR USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TERMS OF SERVICE FOR CLOUD PRODUCTS ALSO APPLY TO YOUR USE OF THE SERVICES. IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF SERVICE FOR CLOUD PRODUCTS AND THESE TERMS, THESE TERMS SHALL CONTROL.

1. Definitions

For purposes of these Terms, the following terms have the following meanings:

1.1 “Available" means the Services are available for access and use by you and your Authorized Users in the cloud and operating in material accordance with the Documentation. 

1.2 “Cytiva" means Global Life Sciences Solutions USA LLC. “Customer Failure” means any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Product Terms or the Terms of Service for Cloud Products. 

1.3 “Customer Failure" means any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Product Terms or the Terms of Service for Cloud Products.

1.4 “Exceptions” means the following exceptions to the Availability Requirement, and the Services will not be considered un-Available in connection with any failure to meet the Availability Requirement or impaired ability by you or your Authorized Users to access or use the Services that is due, in whole or in part, to any: (i) act or omission by you or your Authorized Users; (ii) Customer Failure; (iii) your or your Authorized User's internet connectivity; (iv) Force Majeure Event; (v) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Cytiva; (vi) Scheduled Downtime; or (vii) disabling, suspension, or termination of the Services. 

1.5 “ Services ” means the cloud-based application for a unified digital platform to monitor facility manufacturing operations and supply chain logistic, for which electronic batch manufacturing records trace every step of the manufacturing process, and which is delivered as the service currently branded as “Chronicle” and made available by Cytiva.

Capitalized terms used, but not defined in these Terms shall have the meanings given to them in the Terms of Service For Cloud Products.

2. Service Plans

2.1 Plans. Two service plans are available for the Services, the Pre-GMP Plan and the GMP Plan.

2.2. 2.2.1Plan features for the Pre-GMP Plan include: (i) any data generated will be retained and made available for a period of at least three years, (ii) access to latest release functionality. Account registration is free-of-charge for the Pre-GMP Plan.

2.2.2. Plan features for the GMP Plan include: (i) any data generated will be retained and made available for a period of at least five years, (ii) forced rational for changes to the master records, (iii) validation support package, (iv) sandbox for new release validation, (v) single tenant deployment. Account registration is subject to a one-time set-up fee and an annual fee for the GMP Plan.

2.2.3 Service Term. Your access to the Services will expire at the end of the Service Term. In the case of Pre-GMP Plan, the Service Term begins upon your registration for a client account and ends upon account termination. In the case of GMP Plan, the Service Term begins upon your registration for a client account and ends when you cease to pay the annual fee associated with the account.

2.3 Registration and Administrative Users

2.3.1 When placing a new order for the Services you will identify the legal entity associated with your organization that will be accessing and using the Services. You will also be asked to name a first administrative user ("Admin User") who will have administrative control of the account. Cytiva will provide you with login credentials for the Admin User.

2.3.2 Admin Users may (a) add and lock Authorized User accounts, (b) specify and amend the roles of Authorized Users, (c) create user teams; (d) add your branding (i.e. logos and company name) to several functionalities of the account and update other account features accessible to Authorized Users, and (e) take any other permitted action to administer your use of the Services. For clarity, this Section 2.2.2 is intended to and shall supersede Section 3.1.1 of the Terms of Service For Cloud Products.

2.3.3 You may authorize users within your organization to access the Services. You may also authorize third parties to access the Services. Such third parties will be required to register for the Services, and you will remain responsible for the compliance of such third parties under the Terms of Service For Cloud Products and these Product Terms, as you would for any other Authorized User.

3. Payment

3.1 For clarity, this Section 3 is intended to and shall supersede Section 15.1 of the Terms of Service For Cloud Products.

3.1.1 Fees

3.1.1.1 As was stated above, customers with the GMP Plan shall pay an annual fee, which shall be set forth in the Order Form. The annual fee is in addition to the Fees outlined in Section 3.1.1.2 below.

3.1.1.2 For both Pre-GMP Plan and GMP Plan customers, the Services are paid for on a “pay-per-use” basis. You shall pay all Fees in advance, on or prior to the due date in your invoice for the Services. You shall make all payments to the address or account and in the currency set forth in the applicable invoice. The Fees paid by you shall be applied to your account and shall be used to purchase "credits" which enable you to access the Services.

3.1.2 Credits

3.1.2.1 The Services are accessed using credits. Credits are allocated and distributed to you based on the Fees paid by you for the Services.

3.1.2.2 Credits are available for purchase in bundles of 100. You may purchase up to a maximum of 50,000 credits at one time.

3.1.2.3 Credits are consumed as designated within the Services. For example, credits will be consumed by you when: (i) generating a batch record; (ii) undergoing an ESOP; (iii) upon shipment; (iv) when data is uploaded to the Services. The credits consumed for a given activity will be as designated within the Services.

3.1.2.4 Credits expire three years after the date of issuance. Expired credits may not be used or redeemed for new credits, or any other service or product. The Chronicle system will track the number of credits you have used, and you can view your credit balance within Chronicle. You may also contact Cytiva to monitor your credit balance at chroniclesupport@cytiva.com. Cytiva intends to notify the customer’s Admin User(s) when there are twenty-five credits remaining.

3.1.2.5 If you are a registered for the Pre-GMP Plan and you wish to access the Service without active, valid credits, you will only be able to retrieve (i) data generated with previously consumed credits and (ii) equipment service records.

3.1.2.6 If you are a registered for the GMP Plan and you wish to access the Service without active, valid credits, you will only be able to retrieve (i) data generated with previously consumed credits and (ii) equipment service records. This limited access to records will terminate one (1) year after your account has become dormant (unless you have purchased an enhanced data retention plan as outlined in Section 4.1), but you will have no other access to the Services. Data

4. Data Retention

Please review the Cytiva Privacy Policy, as it describes Cytiva’s retention practices and policies for the data we collect from you, your Authorized Users and the Customer Systems. In respect of the Services, your data will be retained by Cytiva for not less than one (1) year after your account becomes dormant, and you will have the ability to access this data. For customers who require additional access, enhanced data retention services enabling customers to retain and access data for up to five (5) years, may be purchased under a separate agreement for an additional cost.

5. Service Levels

5.1 Availability. Cytiva will use commercially reasonable efforts to make the Services Available at least ninety-nine and one-half percent (99.5%) of the time as measured over the course of each calendar month during the Term, excluding unavailability as a result of any of the Exceptions (the “Availability Requirement”).

5.2 Scheduled Downtime. Cytiva will use commercially reasonable efforts to notify you regarding scheduled downtime for routine maintenance of the Services at least twenty-four (24) hours prior notice of all scheduled outages of the Services ("Scheduled Downtime").

6. Technical Support

6.1 General Support. If you experience any technical issues in accessing the Services, you should first investigate and diagnose the problem. If you are still unable to solve the issue, please contact Cytiva by accessing online support. You may email Cytiva at chroniclesupport@cytiva.com if the issue remains unresolved after accessing online support. For customers who require additional technical support, enhanced maintenance and support services may be purchased under a separate agreement for an additional cost.

6.2 Updates. If you purchase the Pre-GMP Plan you will receive automatic updates of the Services, and Cytiva shall implement updates as available and necessary. Automatic updates may not be appropriate for all customers. For example, automatic updates may interrupt manufacturing in a GMP environment. It is recommended that customers in a GMP environment purchase the GMP Plan, which will allow the customer to choose when updates are made. CYTIVA ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A CUSTOMER OR AUTHORIZED USER ARISING FROM AUTOMATIC UPDATES TO THE SERVICES.

6.3 Upon Cytiva’s request, customers who purchase the GMP Plan must adopt updates after a reasonable period of time. Cytiva will provide customers with reasonable notice and will assist customer with adopting such updates. For questions about GMP Plan updates, may email Cytiva at chroniclesupport@cytiva.com.

7. Data Access by Cytiva

Cytiva may view, review or otherwise analyze the data stored, inputted into or otherwise collected by the Service for maintenance, system administration, technical support, and for any other purpose necessary for Cytiva to perform the Services and/or to comply with laws and regulations. Such data access will be limited to designated members of the Chronicle technical support team and will comply at all times with the terms of the Cytiva Privacy Policy.

Last Updated: February 5, 2024

THESE PRODUCT SPECIFIC TERMS – CYTIVA GOSILICO CHROMATOGRAPHY DESIGNER (THESE “PRODUCT TERMS”) CONTAIN TERMS AND CONDITIONS THAT ARE IN ADDITION TO THOSE IN THE TERMS OF SERVICE FOR CLOUD PRODUCTS AVAILABLE AT HERE (“TERMS OF SERVICE FOR CLOUD PRODUCTS”), AND APPLY TO YOUR USE OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, THE TERMS OF SERVICE FOR CLOUD PRODUCTS ALSO APPLY TO YOUR USE OF THE SERVICES. IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF SERVICE FOR CLOUD PRODUCTS AND THESE PRODUCT TERMS, THESE PRODUCT TERMS SHALL CONTROL.

1. Definitions

For purposes of these Terms, the following terms have the following meanings:

1.1 "Cytiva" means Global Life Sciences Solutions Germany GmbH.

1.2 “Services” means the cloud-based application for simulating chromatography, currently branded as “Cytiva GoSilico Chromatography Designer” and made available by Cytiva.

1.3 “Term” means the 12-month period (or differing period as stated in the purchase order) starting on the date the first user credentials are provided for your account, or the 12- month period following and including the first day of a renewed subscription.

1.4 “Account” refers to the collective group of Authorized Users within a customer organization who have access to shared data and compute resources within a cloud environment. It encompasses Service Term information, authentication methods, access controls, configuration settings, and any associated metadata that governs the organization’s interaction with the cloud services.

1.5 “Study” means a digital process development activity performed using the Services. Studies can be “paid” or “free” depending on the type of study.

Capitalized terms used, but not defined in these Product Terms shall have the meanings given to them in the Terms of Service For Cloud Products.

2. Account Administration

2.1 Notwithstanding Section 3.1 of the Terms of Service for Cloud Products, the current version of the Services do not have administrative users. Cytiva will administer customer accounts on behalf of and at the written (including email) request of Customer. In order to add or remove Authorized Users, or take any other actions specified in Section 3.1.1 of the Terms of Service for Cloud Products, please contact the Cytiva customer success representative. Cytiva will not verify the information provided by the Customer in this regard, and Customer is solely responsible for ensuring that the Authorized Users are eligible to access the Account. Cytiva will use commercially reasonable efforts to take all actions requested by Customer in writing (including email) within the requested timelines but shall not be liable for delays, actions, or omissions in connection with fulfilling the obligations under Section 3.1.1 of the Terms of Service for Cloud Products.

2.2 If and to the extent Cytiva introduces a software feature that allows self-administration of the Account, paragraph 2.1 above will no longer apply, and shall be replaced by Section 3.1 (Account Administration) of the Terms Of Service For Cloud Products.

2.3 Cytiva allows Customer to add (either via a Cytiva representative or directly through Customer’s account administrator if such feature is enabled) an unlimited number of Authorized Users to the account; provided, however, Cytiva may, in its sole discretion and without prior notice, limit Customer’s use (or require the Customer to limit its use) of the Services, or any portion thereof, without incurring any liability to Customer if Cytiva reasonably believes Customer’s use of the Services amounts to excess usage.

3. Technical Support

The Services are delivered with a user manual and other Documentation. In addition to this, limited technical support related to accessing the Services in accordance with the Documentation is included with the Services. The technical support does not include scientific support. As an example, technical support does not include support in using the Services to solve specific purification challenges, designing experiments to generate data for use with the Services and similar matters. Any such scientific services, over and above the any number of hours included with the Services as stated in the Order Form, must be requested by Customer and if agreed by the parties, shall be outlined in a separate Order Form and may be subject to additional charges (as set out in such Order Form). Technical support can be reached via the local contact information provided on www.cytivalifesciences.com or as otherwise provided by Cytiva.

4. Service applicability

The provided cloud software services are not designed to be used within a “Good Manufacturing Practice” (GMP) environment. The Services do not provide features mandated by the US Code of Federal Regulations (CFR) 21 Part 11 or Good Automated Manufacturing Practice (GAMP) Version 5, including but not limited to audit trails or user signatures. You are solely responsible for ensuring compliance with these guidelines and regulations when using the software in environments that require such adherence.

5. Payment

Service Fees are payable in advance and within 30 days from the date of the execution of the Order Form, unless otherwise set forth on the Order Form.

6. Updates and Maintenance

6.1 Notwithstanding Section 3.1 of the Terms of Service for Cytiva will inform you via email no less than 10 days before scheduled downtime due to updates or maintenance.

6.2 Cytiva will inform you about scheduled updates, including an overview of the changes no less than ten days prior to the time of the update.