M CONNECTED LAB

TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use (the “Agreement”) represent a binding agreement between you ("End User" or "you") and Sigma-Aldrich, Inc. ("Provider"). This Agreement governs your use of the M Connected Lab, (including all related documentation, the "Application").

BY CLICKING THE "AGREE" BUTTON YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION.

1. Hosted Services

1.1 Access and Authorization. Subject to and conditioned on End User’s compliance with the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to provide access to the Application for remote electronic access and use by End User ("Hosted Services") and End User is hereby authorized to access and use the Hosted Services as Provider may supply or make available to End User solely for the Permitted Use. This authorization is non-exclusive, non-sublicensable and non-transferable.

1.2 Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Provider Materials or Third Party Materials. All right, title and interest in and to the Provider Materials and the Third Party Materials are and will remain with Provider and the respective rights holders in the Third Party Materials.

1.3 Authorization Limitations and Restrictions. End User shall not: (a) copy, modify or create derivative works or improvements of the Provider Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Provider 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 Provider Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Provider Materials or access or use the Provider Materials other than by the End User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through the Provider 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 Provider Systems or Provider's provision of services to any third party, in whole or in part; or (g) access or use the Provider 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.

1.4 Suspension or Termination of Access or Use. Provider may, directly or indirectly, suspend, terminate or otherwise deny End User’s or any other person's access to or use of all or any part of the Hosted Services, Application or Provider Materials.

1.5 Changes. Provider reserves the right, in its sole discretion, to make any changes or updates to the Application, Hosted Services and Provider Materials for any reason. End User acknowledges that such changes or updates may modify or delete certain features and functionality. Provider is under no obligation to make any changes or updates.

2. End User Responsibility

End User has and will retain sole responsibility for: (a) all End User Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of End User in connection with the Application; (c) End User Systems; (d) the security and use of End User’s Access Credentials; and (e) all access to and use of the Hosted Services and Provider Materials directly or indirectly by or through the End User Systems or its Access Credentials, with or without End User’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

3. Intellectual Property Rights.

3.1 Provider Materials. All right, title and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and the respective rights holders in the Third-Party Materials. End User has no right, license or authorization with respect to any of the Provider Materials (including Third-Party Materials) except as expressly set forth in Section 1.1. All other rights in and to the Provider Materials (including Third-Party Materials) are expressly reserved by Provider and the respective third-party licensors. In furtherance of the foregoing, End User hereby unconditionally and irrevocably grants to Provider an assignment of all right, title and interest in and to the Resultant Data and any Feedback, including all Intellectual Property Rights relating thereto.

3.2 End User Data. As between End User and Provider, End User is and will remain the sole and exclusive owner of all right, title and interest in and to all End User Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 3.3.

3.3 Consent to Use End User Data.End User hereby grants to Provider, its Affiliates and respective Representatives a perpetual, non-exclusive, royalty-free license to End User Data as necessary or useful to (i) perform its obligations hereunder; (ii) to optimize and further develop the Provider Materials and other products and services offered or in development by Provider or its Affiliates; and (iii) further other business purposes of Provider and its Affiliates. Notwithstanding the foregoing, the license granted above shall not apply to Project Data.

4. Termination.

Provider may terminate this Agreement at any time without notice. Upon any termination of this Agreement: (a) Provider will disable End User’s access to the Hosted Services and Provider Materials and (b) Provider may permanently erase all End User Data from all Provider Systems.

5. Representations and Warranties

5.1 End User Representations, Warranties and Covenants. End User represents, warrants and covenants to Provider that End User owns or otherwise has and will have the necessary rights and consents in and relating to the End User Data so that, as received by Provider, 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.

5.2 DISCLAIMER OF WARRANTIES. ALL PROVIDER MATERIALS, INCLUDING THE APPLICATION, ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET END USER OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN END USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

6. Limitations of Liability.

6.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS AND REPRESENTATIVES BE LIABLE UNDER OR IN CONNECTION WITH THE PROVIDER MATERIALS, ANY HOSTED SERVICES OR THIRD PARTY MATERIALS PROVIDED HEREUNDER 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; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE HOSTED SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES.

6.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER OR ITS REPRESENTATIVES UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED 1,000 USD. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

7. Export Regulation.

The Application may be subject to U.S. export control laws, including the US Export Administration Act and its associated regulations. End User shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. End User shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the U.S.

8. Governing Law.

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction. Any legal suit, action or proceeding arising out of or related to this Agreement or the Hosted Services shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts in each case located in Boston, Massachusetts. End User hereby waives any and all objections to the exercise of jurisdiction by such courts and to venue in such courts.

9. Entire Agreement.

This Agreement and our Privacy Policy constitute the entire agreement between End User and Provider with respect to the Hosted Services and other subject matters addressed herein and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to such subject matters.

10. Definitions.

"Access Credentials" means any user name, identification number, password, 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 Hosted Services.

"Affiliates" means any other legal entity that directly or indirectly controls, is controlled by, or is under common control with Provider, for as long as such control exists. “Control”, “controlled by” and “under common control” refers (i) to the ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities or the capital stock of, or other comparable equity or ownership interest in the respective legal entity, or (ii) in the absence of such ownership interest, to the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the respective legal entity, by contract or otherwise.

"Affiliates" means any other legal entity that directly or indirectly controls, is controlled by, or is under common control with Provider, for as long as such control exists. “Control”, “controlled by” and “under common control” refers (i) to the ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities or the capital stock of, or other comparable equity or ownership interest in the respective legal entity, or (ii) in the absence of such ownership interest, to the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the respective legal entity, by contract or otherwise.

"Application" means the M Connected Lab application, together with related documentation and components, including new releases, enhancements, and modifications provided hereunder.

"End User Data" means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, from an End User by or through the Hosted Services or that incorporates or is derived from the Processing of such information, data or content by or through the Hosted Services. End User Data includes Personal Information and Project Data.

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

"Feedback" means any and all feedback, information, improvements and suggestions for improvements to Provider Materials provided by or on behalf of End User.

"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 End User from accessing or using the Hosted Services or Provider Systems as intended by this Agreement.

"Hosted Services" has the meaning set forth in Section 1.1.

"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 any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Permitted Use" means any use of the Provider Materials by End User solely in or for End User’s non-commercial purposes.

"Personal Information" means names, email addresses, phone numbers and any other information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted or located. Personal Information includes all "Personal Data" as defined in the EU Data Protection Directive (Directive 95/46/EEC).

"Process" means to take any action or perform any operation or set of operations that the Application is 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.

"Project Data" means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received from an End User by or through the Hosted Services regarding End User’s research projects, including but not limited to data and information regarding experiments, samples, assays, workflows, test, workflow runs, vectors, cell lines, enzymes, and templates.

"Provider Materials" means the Application, Provider 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 Provider in connection with the Application or otherwise comprise or relate to the Application or Provider Systems. For the avoidance of doubt, Provider Materials include any information, data or other content derived from Provider's monitoring of End User’s access to or use of the Hosted Services, but do not include End User Data.

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

"Representatives" means the employees, officers, directors, service providers, sub-contractors and advisors of Provider and its Affiliates.

"Resultant Data" means information, data and other content that is derived by or through End User’s access and use of the Hosted Services and is sufficiently different from such End User Data that such End User Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.

"Third Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Application that are not proprietary to Provider.