1. Definitions.

• (a) “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.
• (b) “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.
• (c) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person
• (d) “Authorized User” means Subscriber and Subscriber’s employees, consultants, contractors, and agents (i) who are authorized by Subscriber to access and use the STB CLOUD Services under the rights granted to Subscriber pursuant to these Terms & Conditions and (ii) for whom access to the STB CLOUD Services has been purchased hereunder.
• (e) “Confidential Information” has the meaning set forth in the applicable Article(s) in the Service Use Agreement.
• (f) “Client” has the meaning set forth in the preamble.
• (g) “Client Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Client 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, Client Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Client or any Authorized User.
• (h) “Client Failure” has the meaning set forth in the applicable Article(s) in the Service Use Agreement (as defined in the below).
• (i) “Client Systems” means the Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services.
• (j) “Cloud Site” means Provider’s STB CLOUD website at https://cloud.syntekabio.com.
• (k) “Company 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 Company or its designee to disable Client’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Company or its designee.
• (l) “Company Materials” means the Services, Specifications, Documentation, and Company 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 Company or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Company Systems. For the avoidance of doubt, Company Materials include Resultant Data and any information, data, or other content derived from Company’s monitoring of Client’s access to or use of the Services, but do not include Client Data.
• (m) “Company Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Company or any Subcontractor.
• (n) “Company Systems” means the information technology infrastructure used by or on behalf of Company in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Company or through the use of third-party services.Documentation” means Provider’s user manuals, handbooks, and guides relating to the STB CLOUD Services provided by Provider to Subscriber either electronically or in hard copy form/end user documentation relating to the STB CLOUD Services, including but not limited to the Operation Policy, available on the Cloud Site.
• (o) “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 Client or any Authorized User from accessing or using the Services or Company Systems as intended by this Agreement. Harmful Code does not include any Company Disabling Device.
• (p) “Individual Platform” means the specific platform of STB CLOUD Services provided to Subscriber under a given Service Use Agreement, upon Subscriber’s application to Provider, and Provider’s approval thereof, at Provider’s sole and exclusive discretion (e.g., DeepMatcher®-Hit).
• (q) “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, 3 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.
• (r) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
• (s) “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.
• (t) “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
• (u) “Process” means to take any action or perform any operation or set of operations that the STB CLOUD 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
• (v) “Provider IP” means the STB CLOUD Services, the Documentation, and all intellectual property provided to Subscriber or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Subscriber’s access to or use of the STB CLOUD Services, but does not include Subscriber Data
• (w) “Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.
• (x) “Resultant Data” means data and information related to Client’s use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
• (y) “Service Use Application” means Subscriber’s application to use the Services which, upon approval by Provider (which approval shall be granted or denied at Provider’s sole and absolute discretion), allows Subscriber to use the Services, under such specific terms, and for such specific purposes, as set forth in the Service Use Agreement.
• (z) “Service Use Agreement” means the terms governing Subscriber’s use of the Services for those specific purposes stated therein, upon Provider’s approval of a Subscriber’s Service Use Application, which shall constitute a binding agreement between Provider and Subscriber, subject to the terms of these Terms & Conditions, which are incorporated into each and every Service Use Agreement. In the event of a conflict between a term of these Terms & Conditions and a given Service Use Agreement, the applicable term of the Service Use Agreement shall control. An example of Service Use Agreement is the STB CLOUD DeepMatcher® Service Use Agreement.
• (aa) “STB CLOUD” means a unique tradename of Syntekabio’s website or cloud-based AI (artificial intelligence) processing services in the biotechnology industry
• (bb) “STB CLOUD Services” means the services provided by Provider under these Terms & Conditions, provided under the STB CLOUD tradename as defined below, which are detailed on the 4 Cloud Site, including the use of an Individual Platform, and as set forth in a given Service Use Agreement.
• (cc) “Subscriber Data” means, (i) the result or report, based upon Subscriber’s input of values to an Individual Platform, provided by Provider to Subscriber upon the completion of operations of the Individual Platform upon the values input by Subscriber, and (ii) other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Subscriber or any other Authorized User through the STB CLOUD Services
• (dd) “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Company.
• (ee) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the STB CLOUD Services.

2. Access and Use.

• (a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of these Terms & Conditions, upon approval of a Service Use Application and Service Use Agreement, through an Individual Platform approved by Provider, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the STB CLOUD Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Provider shall provide you the necessary passwords and access credentials to allow you to access the STB CLOUD Services.
• (b) Documentation License. Subject to the terms and conditions contained in these Terms & Conditions, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the STB CLOUD Services.
• (c) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the STB CLOUD Services, any software component of the STB CLOUD Services, or Documentation for any purposes beyond the scope of the access granted in these Terms & Conditions. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the STB CLOUD Services, any software component of the STB CLOUD Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the STB CLOUD Services or Documentation except as expressly permitted under these Terms & Conditions; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the STB CLOUD Services, in whole or in part; (iv) remove any proprietary notices from the STB CLOUD Services or Documentation; or (v) use the STB CLOUD Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
• (d) Aggregated Statistics. Notwithstanding anything to the contrary in these Terms & Conditions, Provider may monitor Subscriber’s use of the STB CLOUD Services and collect and compile data and information related to Subscriber’s use of the STB CLOUD Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the STB CLOUD Services (“Aggregated Statistics”). As between Provider and Subscriber, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Subscriber Data input into the STB CLOUD Services. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Subscriber or Subscriber’s Confidential Information.
• (e) Reservation of Rights. Provider reserves all rights not expressly granted to Subscriber in these Terms & Conditions. Except for the limited rights and licenses expressly granted under these Terms & Conditions, nothing in these Terms & Conditions grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.
• (f) Suspension. Notwithstanding anything to the contrary in these Terms & Conditions, Provider may temporarily suspend Subscriber’s and any other Authorized User’s access to any portion or all of the STB CLOUD Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Subscriber’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Subscriber or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Subscriber has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the STB CLOUD Services to Subscriber or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Subscriber to access the STB CLOUD Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Subscriber and to provide updates regarding resumption of access to the STB CLOUD Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the STB CLOUD Services as soon as reasonably possible after the event giving rise to the STB CLOUD Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Subscriber or any other Authorized User may incur as a result of a Service Suspension.

3. Subscriber Responsibilities.

• (a) Acceptable Use. The STB CLOUD Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of these Terms & Conditions, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the Cloud Site from time to time.
• (b) Prohibited Uses. You agree not to use the STB CLOUD Services, (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) 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; (iii) to send, knowingly receive, upload, download, use, or re-use any material which violates the rights of any individual or entity established in any jurisdiction; or (iv) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the STB CLOUD Services, or which, as determined by us, may harm the Provider or users of the STB CLOUD Services or expose them to liability.
  
  Additionally, you agree not to: (i) use the STB CLOUD Services in any manner that could disable, overburden, damage, or impair the STB CLOUD Services or interfere with any other party's use of the STB CLOUD Services, including their ability to engage in real time activities through the STB CLOUD Services; (ii) use any robot, spider, or other automatic device, process, or means to access the STB CLOUD Services for any purpose, including monitoring or copying any STB CLOUD Services traffic or resources available on the STB CLOUD Services; (iii) use any manual process to monitor or copy any STB CLOUD Services traffic or resources available on the STB CLOUD Services or for any other unauthorized purpose without our prior written consent; (iv) use any device, software, or routine that interferes with the proper working of the STB CLOUD Services; (v) introduce any viruses, trojan horses, worms, logic bombs, or other software or material which is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the STB CLOUD Services or any server, computer, database, or other resource or element connected to the STB CLOUD Services; (vii) violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of the STB CLOUD Services; or (viii) otherwise attempt to interfere with the proper working of the STB CLOUD Services.
• (c) Account Use. You are responsible and liable for all uses of the STB CLOUD Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms & Conditions. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms & Conditions if taken by you will be deemed a breach of these Terms & Conditions by you. You shall use reasonable efforts to make all Authorized Users aware of these Terms & Conditions’ provisions as applicable to such Authorized User’s use of the STB CLOUD Services and shall cause Authorized Users to comply with such provisions.
• (d) Subscriber Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Subscriber Data and perform all acts with respect to the Subscriber Data as may be necessary for Provider to provide the STB CLOUD Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Subscriber Data incorporated within the Aggregated Statistics. You will ensure that Subscriber Data and any Authorized User’s use of Subscriber Data will not violate any policy or terms referenced in or incorporated into these Terms & Conditions or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Subscriber Data.
• (e) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the STB CLOUD Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
• (f) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of these Terms & Conditions, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the STB CLOUD Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

4. Service Levels and Support.

• (a) Service Levels. Subject to the terms and conditions of these Terms & Conditions, Provider shall use commercially reasonable efforts to make the STB CLOUD Services available in accordance with the service levels set forth in a Service Level Agreement between Provider and Subscriber (“Service Levels”).
• (b) These Terms & Conditions do not otherwise entitle Subscriber to any support for the STB CLOUD Services

5. Fees and Payment.

Fees and Payment. For use of the Services, Subscriber shall pay Provider the fees as set forth in a given Service Use Agreement (“Fees”) when due (which is, unless otherwise stated in a given Service Use Agreement, upon presentation of an invoice or completion of the use of an Individual Platform, whichever is earlier) without offset or deduction. Subscriber shall make all payments hereunder in US dollars on or before the due date. If Subscriber fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Subscriber shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for seven (7) days or more, Provider may suspend, in accordance with 2(f), Subscriber’s and all other Authorized Users’ access to any portion or all of the STB CLOUD Services until such amounts are paid in full. All Fees and other amounts payable by Subscriber under these Terms & Conditions are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on Provider’s income.

6. Confidential Information.

Confidential Information. From time to time during the Term, Provider and Subscriber may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, that is marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms & Conditions, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms & Conditions for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Privacy Policy.

Privacy Policy. Provider complies with its privacy policy, available at cloud.syntekabio.com (“Privacy Policy”), in providing the STB CLOUD Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the STB CLOUD Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the thencurrent version of our Privacy Policy.

8. Intellectual Property Ownership;
Feedback.

• (a) As between you and us: We own all right, title, and interest, including all intellectual property rights, in and to the STB CLOUD Services; and You own all right, title, and interest, including all intellectual property rights, in and to Subscriber Data.
• (b) If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the STB CLOUD Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, knowhow, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Limited Warranty and Warranty Disclaimer.

• (a) Provider warrants that the STB CLOUD Services will conform in all material respects to the Service Levels, if any, when accessed and used by Subscriber in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the STB CLOUD Services unless specifically identified in the Service Levels. The remedies set forth in the Service Levels are Subscriber’s sole remedies and Provider’s sole liability under the limited warranty set forth in this Section 9(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
• (b) Subscriber Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Subscriber Data and that both the Subscriber Data and your use of the STB CLOUD Services are in compliance with the acceptable and prohibited uses set forth in these Terms & Conditions.
• (c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE STB CLOUD SERVICES ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. 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. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE STB CLOUD SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10. Indemnification.

• (a) Provider Indemnification. Provider shall indemnify, defend, and hold Subscriber harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Subscriber resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the STB CLOUD Services, or any use of the STB CLOUD Services in accordance with these Terms & Conditions, infringes or misappropriates such third party’s intellectual property rights, including but not limited to patents, copyrights, or trade secrets, in the US or another country, provided that Subscriber promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim. If such a Third-Party Claim is made or Provider reasonably anticipates such a ThirdParty Claim will be made, Subscriber agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the STB CLOUD Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Subscriber to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms & Conditions, in its entirety or with respect to the affected component or part, effective immediately on written notice to Subscriber. This Section 10(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the STB CLOUD Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party
• (b) Subscriber Indemnification. Subscriber shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Subscriber Data, or any use of the Subscriber Data in accordance with these Terms & Conditions, infringes or misappropriates such third party’s intellectual property rights; or (ii) based on Subscriber’s or any Authorized User’s negligence or willful misconduct or use of the STB CLOUD Services in a manner not authorized by these Terms & Conditions; provided that Subscriber may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

11. Limitations of Liability.Limitations of Liability.

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS & CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS & CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THESE TERMS & CONDITIONS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100,000, WHICHEVER IS GREATER.

12. Term and Termination.

• (a) Term. The term of these Terms & Conditions begins on the Effective Date and continues until terminated, or as otherwise set forth in an applicable Service Use Agreement.
• (b) Termination. In addition to any other express termination right set forth in these Terms & Conditions: Provider may terminate these Terms & Conditions for any reason upon seven (7) days’ advance notice. You may terminate these Terms & Conditions for any reason upon application for cancellation of the given Service Use Agreement under the menu prompts provided in the Cloud Site, or upon contacting Provider’s customer service department through the appropriate channels, which cancellation and termination shall be effective upon Provider’s express written approval, or as otherwise set forth in a given Service Use Agreement. Either party may terminate these Terms & Conditions, effective on written notice to the other party, if the other party breaches these Terms & Conditions, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. Either party may terminate these Terms & Conditions, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
• (c) Effect of Termination. Upon termination of these Terms & Conditions, Subscriber shall immediately discontinue use of the Provider IP. No expiration or termination of these Terms & Conditions will affect Subscriber’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Subscriber to any refund.
• (d) Survival. This Section 12(d), Sections 5, 6, 10, 11, 14, 15, 16, and 18, and any right, obligation, or required performance of the parties in these Terms & Conditions which, by its express terms or nature and context is intended to survive termination or expiration of these Terms & Conditions, will survive any such termination or expiration.

13. Modifications.Modifications.

You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms & Conditions from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on the Cloud Site or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the STB CLOUD Services after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least 30 days’ advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services.

14. Export Regulation.Export Regulation.

The STB CLOUD Services utilize technology or any other data or processes that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the STB CLOUD Services or the software or technology included in the STB CLOUD Services to, or make the STB CLOUD Services or the software or technology included in the STB CLOUD Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You 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 STB CLOUD Services or the software or technology included in the STB CLOUD Services available outside the US.

15. US Government Rights.

US Government Rights. Each of the technical components that constitute the STB CLOUD Services and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the STB CLOUD Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

16. Governing Law and Jurisdiction.

Governing Law and Jurisdiction. These Terms & Conditions are governed by and construed in accordance with the internal laws of the Republic of Korea, 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 other than those of the Republic of Korea.

17. Arbitration.Arbitration.

Any disputes arising out of or in connection with these Terms & Conditions shall be finally settled by arbitration in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board. The number of arbitrators shall be one. The seat, or legal place, of arbitral proceedings shall be Seoul, Republic of Korea. The language to be used in the arbitral proceedings shall be English

18. Miscellaneous.Miscellaneous.

These Terms & Conditions, including a given Service Use Agreement, constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our US corporate headquarters address available on the Cloud Site and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the STB CLOUD Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms & Conditions by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms & Conditions are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms & Conditions and to delegate any of its obligations hereunder