CUSTOMER AND USER AGREEMENT

Effective Date: June 18, 2015


If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have theauthority to bind such entity, its affiliates and all users who access our Services through your account to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity, its affiliates and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services or be our CUSTOMER.

Violation of any of the terms below will result in the termination of your account. While Arcturus BioCloud prohibits such conduct and content on the Services, you understand and agree that Arcturus BioCloud cannot be responsible for the content posted on the Services and you nonetheless may be exposed to such materials. You agree to use the Services at your own risk.

PRIVACY POLICY

Arcturus BioCloud is committed to protecting the privacy and security of your personal information. We want to share with you how we treat personal information about you that we receive in connection with the Arcturus BioCloud website ("Website").

Also, please bear in mind that use of this Website is governed by the Terms of Use contained herein. The servers that host this Website are located in the United States, and any personal details you provide to us will be processed by Arcturus BioCloud in the United States. Arcturus BioCloud expressly excludes any representation or warranty, express or implied, with respect to the information available on this Website. Arcturus BioCloud makes no representation about any third-party websites that may be accessed via links from this Website. By using this Website, you agree that the laws of the State of California, without regard to its conflict of laws principles, will govern all matters between you and Arcturus BioCloud with respect to your use of this Website.

Information We Collect

In general, you can visit our Website without telling us who you are or revealing any personal information about yourself. However, you should be aware that any sections of this Website (including restricted portions of this Website) that allow for the submission of personal information (referred to for convenience as "Registration Pages") may contain a function for collecting various pieces of your personal information including your name, address, email address, phone number(s), credit card or account information, company, industry, information about your interests in and use of various products, programs, and services, and any other information that you decide to provide us with. We only collect your personal information if you voluntarily submit the information to us for such purposes as registering for the use of certain services or restricted portions of this Website or other subscription websites operated by Arcturus BioCloud, completing surveys, submitting applications for employment, purchasing product or service offerings, commenting on or creating Website posts, subscribing to e-newsletters, sharing Content, or requesting information, products, or services. You may ask us to import your contacts by giving us access to your third party services (for example, your email account) or to use your social networking information if you give us access to your account on social network connection services. We may also receive personal information through other users, if, for example, they have tried to share something with you or tried to refer Arcturus BioCloud to you.

When you use the Services, we automatically record your electronic device information, its software, and your activity. This may include the device's Internet Protocol ("IP") address, browser type, the web page visited before you came to our website, information you search for on our website, locale preferences, identification numbers associated with your electronic devices, your mobile carrier, date and time stamps associated with transactions, system configuration information, metadata concerning your files, and other interactions with the Services.

For your information, through certain technologies employed by this Website we also collect non-personally identifiable information about you. For more details about this type of data collection, please refer to the section below on cookies.

To protect your security and privacy, we require that you (as opposed to a third party on your behalf) enter the personal information that we may collect and that the information be current, although Arcturus BioCloud disclaims any legal duty to verify the accuracy of any personal data that you provide to Arcturus BioCloud. You are free to access the personal information we have on file by contacting our Customer Service department by email at founders@arcturus.io. In addition, at any time you can request that we modify or delete your personal information by sending an email to us at founders@arcturus.io with the words "UPDATE MY INFORMATION" in the subject line. Please be aware that, to protect your security and privacy, Arcturus BioCloud may take reasonable steps to verify your identity prior to making changes to your personal information. For your information, please note that we may monitor and in some cases record calls for staff training and quality assurance purposes.

How We Use the Information We Collect and Who We Share it With

Unless otherwise specified herein, Arcturus BioCloud reserves the right to compile, save, use within the scope of our activities, and analyze any and all data about you (contact and personal data, use history, etc.) that we collect from you through the Website. We may use the personal information about you that you provide to us for our internal purposes such as responding to our request for information or materials, contacting your, assessing your application for a position with Arcturus BioCloud or an entity related to Arcturus BioCloud, conducting internal analyses such as surveys and market research, processing and completing order, processing your payment, administering your account, and administering and developing our business relationship with you or the company you represent. We may also use your personal information to communicate with you, such as, for example, to provide you with administrative communications regarding your account, newsletters, press releases, or information relating to product offers, or programs that may be of interest to you.

Arcturus BioCloud has a general policy of not disclosing your personal information to third parties unless you have consented to such sharing. However, we may share the personal information about you that you provide to us with trusted companies we have hired to provide services for us, such as sending out our newsletters, fulfilling orders you submit, or collecting and processing information on your behalf. These companies – our vendors – may use personal information that we share with them only to perform the services we have hired them to provide. Among the vendors whose services we employ may be companies that help us deliver online advertisements. These companies may collect and use information you provide to us to better understand the offers, promotions, and types of advertising that are most appealing to our customers. After the information is collected by these third parties, it is aggregated so it is not personally identifiable or tied to your or any other user. If you would prefer that these companies not collect your information, please email founders@arcturus.io.

We may also share your personal information in the event that the business of Arcturus BioCloud is transferred to another entity by way of merger, sale of the company's assets, or otherwise. If you consent to sharing of your personal information, we may share your information with Arcturus BioCloud related entities and selected third parties so that they may provide you with or contact you regarding information and materials that may be of interest to you. Please refer to the section below on opting in and out.

We may also collect and group demographic and preferences information, responses to surveys and other personal information that we collect from you into an aggregate, non-personally identifiable form for disclosure to our existing or potential business partners, affiliates, sponsors or other third parties. However, please be assured that this aggregate data will in no way personally identify you or any other visitors to the Website.

From time to time, we may collect general, non-personal, statistical information about the use of the Website, such as how many visitors visit a specific page on the Website, how long they stay on that page and which hyperlinks, if any, they "click" on. We collect this information through the use of "cookies" and other tracking technologies, which are discussed in greater detail below in the section on cookies. We collect this information in order to determine which areas of the Website are most popular and to enhance the Website for visitors. As with other aggregated data, we may disclose such data to our existing or potential business partners, affiliates, sponsors or other third parties, but this aggregate data will in no way personally identify you or any other visitors to the Website.

Data Storage and Security

Arcturus Biocloud uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run Arcturus Biocloud. Although Arcturus Biocloud owns the code, databases, and all rights to the Arcturus Biocloud sites, services, applications, and tools, you retain all rights to your data.

Children's Information and COPPA

We do not knowingly collect personal information on children. The content of our website and the products and services available are not intended for, or directed to, children. If you are under 18 years of age, then please do not use of access our website at any time or in any manner.

Your Account

Registration. You must be 18 years or older to use the Services and you must be a human; otherwise a responsible adult should set your account. Accounts registered by "bots" or by using other automated methods are not permitted. You must provide your legal full name and a valid email address in order to complete the signup process.

Account Security. You are responsible for maintaining the security of your account and password. Arcturus BioCloud cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You are responsible for all content posted and activity that occurs under your account.

Illegal Activity. You may not use the Services for any illegal or unauthorized purpose. You must not, in the use of the Services, violate any laws in your jurisdiction (including, but not limited to copyright or trademark laws).

Termination. Arcturus BioCloud, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Website, or any other Services, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Arcturus BioCloud reserves the right to refuse service to anyone for any reason at any time.

Fees. Joining Arcturus Biocloud is free and subject to this Agreement and other Arcturus Biocloud policies. The fees we charge for using our Services may change from time to time. Unless otherwise stated, all fees are quoted in American Dollars. You are responsible for paying all fees and applicable taxes associated with our services, applications and tools with a valid payment method.

Use of Cookies and Web Beacons

Please note that we may use "cookies" – a small data file that we transfer to your computer's hard drive -- to collect certain information about you and your use of our Website, such as IP addresses (the Internet access of a computer), domain names, and the type of computer and operating system being used. We may also use cookies to identify your computer when you revisit our Website to, for example, recall your authentication information or to track statistical information related to navigation throughout the Website. We may use both "session" cookies and "persistent" cookies in order to better operate the Website to enhance your experience while using the Website. A session cookie enables certain features of the Website and our service and is deleted from your computer when you disconnect from or leave the Website. If a portion of this Website requires a password, you are giving us explicit permission to use a persistent cookie, which is a small data file that is generated when, as a registered user of this Website, you enter your assigned user ID and password to access the password-protected area of the Website. This file is stored on your computer and enables your browser to access each page that is in the password-protected area. You may adjust your browser to refuse to accept cookies, remove cookies, or notify you when a cookie is set by editing your web browser preferences or options. (Each browser is different, so check the "Help" menu on your browser to learn how to change your cookie preferences.) You do not have to accept all cookies sent to you by this Website; however, depending on the particular cookie you reject, you may not be able to use some features of this Website.

Please note that linked third-party websites may also use cookies. We cannot control the use of cookies by these third-party websites. For example, when you link from this Website to a third-party website, that website may have the ability to recognize that you have come from our Website by using cookies. If you have any questions about how third-party websites use cookies, you should contact such third parties directly. We may also employ software technology known as "web beacons" or "clear GIFs" which helps us keep track of what content on our Website is effective. Web beacons are small graphics with a unique identifier that are used to track the online movements of Internet users. Web beacons are embedded in the web pages you review, so they are not stored on your hard drive. The web beacons we use do not track or collect any personally identifiable information about you and they are in no way linked to your personally identifiable information.

Opting In and Out

When you submit personal information to us through the Registration Pages on this Website, you may be given an opportunity to opt out or opt in to receiving additional information from Arcturus BioCloud, Arcturus BioCloud related entities, and/or selected third parties at the time of submitting your personal information to us. If you opt in, you may be added to our list of users who will receive promotional and marketing communications from us, our partners, and/or other third parties. If you initially opt in to receiving such communications and you later decide that you no longer want to receive them, you may opt out of receiving promotional and marketing communications from us and/or our partners and other third parties by emailing us at founders@arcturus.io.

Do Not Track

Currently, (i) other parties (e.g. third-party advertising networks and analytics providers) may collect personal information about your online activities over time and across different websites when you use our website or services, and (ii) we reserve the right not respond to, or take any specific action in connection with the receipt of, Do-Not-Track signals or other similar mechanisms regarding the collection of personally identifiable information about an individual consumer's online activities over time and across third-party websites or online services.

Links to Other Websites

For your convenience, this Website may from time to time include links to third-party sites whose information practices may be different than ours. Visitors should consult the other sites' privacy policies, as we have no control over information that is submitted to, or collected by, these third parties.

Security of Information and Disclosures

Arcturus BioCloud uses industry standard security measures to safeguard information concerning, and submitted by, users like you. Despite the security measures employed by Arcturus BioCloud, you should be aware that it is impossible to guarantee absolute security with respect to information sent through the Internet.

Arcturus BioCloud will, to the extent possible, control your personal information, and, except as otherwise set forth in this Privacy Policy, we will not disclose your personal information to third parties. Although we are committed to maintaining the confidentiality of your personal info

Changes to the Privacy Policy

This Privacy Policy is subject to change from time to time. Arcturus BioCloud will endeavor to post a notice of any changes to this Privacy Policy following any such modifications. Therefore, you are advised to review this Privacy Policy occasionally. Your continued use of this Website subsequent to Arcturus BioCloud's notice of modification of this Privacy Policy shall constitute your acceptance of the modified Privacy Policy. If any term or provision of this Privacy Policy shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not affect the other terms or provisions of this Privacy Policy, or the whole of this Privacy Policy, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of you and Arcturus BioCloud shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in this Privacy Policy.

Contacting Us

If you have any questions or concerns relating to this Privacy Policy, please contact us by email at founders@arcturus.io.

USER TERMS OF SERVICE

General

Arcturus BioCloud does not transfer legal ownership of items between CUSTOMERS.

Listing Conditions

By listing an item on the DNA Public Libraries, you agree to pay Arcturus BioCloud's fees, to assume full responsibility for the content of the listing and item offered, and to accept the following listing conditions: when you list an item on the DNA Public Libraries, your listing will be posted on the Website. Your listing may not be immediately searchable by keyword or category. Arcturus BioCloud reserves the right to end your listing for any reason

Payment and Refund

General. Payment using the Services is processed through the Stripe payment service. Payment is billed in advance and is non-refundable.

Taxes, Levies and Duties. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

Service Modification

Arcturus BioCloud reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Services with or without notice. Arcturus BioCloud shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

CUSTOMER IP Agreement

CUSTOMER warrants that it has all necessary licenses and rights, including but not limited to, all patent and other intellectual property rights, in all sequences and materials provided to Arcturus BioCloud in connection with any services to be provided to CUSTOMER by Arcturus BioCloud. CUSTOMER hereby agrees to and shall indemnify and hold harmless Arcturus BioCloud and its affiliates, officers, agents, and employees from and against any action, claim, or liability, including attorneys' fees, arising out of any breach of the foregoing representation and warranty or arising out of any action related to actual or alleged infringement of third-party patents directed at Arcturus BioCloud in connection with services provided to CUSTOMER. Arcturus BioCloud will claim no ownership interest or intellectual property rights in sequences provided by CUSTOMER, or in sequences designed by Arcturus BioCloud for CUSTOMER and paid for in full by CUSTOMER. Upon completion of the Services, Arcturus BioCloud will retain one copy of the CUSTOMER Work Product for archival purposes and as required by applicable biosecurity laws and regulations. Ownership of all proprietary tools used, developed or improved in providing the Services, including but not limited to gene synthesis process and assembly improvements, optimization algorithms, and related know-how, including any proprietary software created therefor, at all times will remain the property of Arcturus BioCloud.

Copyright and Content Ownership

We claim no intellectual property rights over the material you provide to the Services. Your profile and materials uploaded remain yours. However, by setting your pages to be viewed publicly, you agree to allow others to view your content and clone your repositories.

Design and Code

The look and feel of the Website and Services is copyright © 2014 Arcturus BioCloud Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Arcturus BioCloud.

Compliance with the Digital Millennium Copyright Act and Notifications

Arcturus BioCloud respects the rights of all copyright holders and in this regard, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of this Site who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information required by the Digital Millennium Copyright Act, 17 U.S.C. Section 512:

For copyright inquiries under the Digital Millennium Copyright Act, please contact Arcturus BioCloud's Copyright Agent at:

Jaime Sotomayor
Copyright Agent
Arcturus BioCloud, Inc.
2325 3rd St, Suite 202
San Francisco, CA 94107
founders@arcturus.io

Claims, Demands, Suits and Proceedings

You shall defend Arcturus BioCloud against any claim, demand, suit or proceeding made or brought against Arcturus BioCloud by a third party alleging that your content, or your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Arcturus BioCloud for any damages finally awarded against, and for reasonable attorney's fees incurred by, Arcturus BioCloud in connection with any such claim, demand, suit or proceeding; provided, that Arcturus BioCloud (a) promptly gives you written notice of the claim, demand, suit or proceeding; (b) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Arcturus BioCloud of all liability); and (c) provides to you all reasonable assistance, at your expense.

Conflicts and Disputes

You expressly understand and agree that Arcturus BioCloud shall not be liable for any conflict that arises between members, supervisors, owners, other Arcturus BioCloud users, or third parties due to ownership of intellectual property, modifications to project settings, or other damages, losses, or gains due to the direct, indirect, incidental, special, consequential or exemplary actions of you, other members, supervisors, owners, Arcturus BioCloud users or third parties.

Any conflict that arises between Arcturus BioCloud users or between a Arcturus BioCloud user and a third party is to be resolved by the parties involved and you agree that Arcturus BioCloud cannot be held liable for, nor be included in the process of resolving the conflict.

Service Usage

Your use of the Services is at your sole risk.

Technological Infrastructure

You understand that Arcturus BioCloud uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. You understand that the technical processing and transmission of the Services, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Files

We collect and store the files you upload, download, or access with the Services. If you add a file to our Services that has been previously uploaded by you or another user, we may anonymously associate all or a portion of the previous file with your account rather than storing a duplicate.

Electronic Communications

When you use the Services or send e-mail to Arcturus BioCloud, you are communicating electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website or through the other Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Changes to the Terms of Service

These Terms of Service is subject to change from time to time. Arcturus BioCloud will endeavor to post a notice of any changes to these Terms of Service following any such modifications. Therefore, you are advised to review these Terms of Service occasionally. Your continued use of this website subsequent to Arcturus BioCloud's notice of modification of these Terms of Service shall constitute your acceptance of the modified Terms of Service. If any term or provision of these Terms of Service shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not affect the other terms or provisions of these Terms of Service, or the whole of these Terms of Service, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of you and Arcturus BioCloud shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Service.

Biosecurity Compliance

Safety and biosecurity are chief priorities of Arcturus BioCloud. In compliance with the International Gene Synthesis Consortium (IGSC) and with the US Federal guidelines, that established and strictly follow a Harmonized Screening Protocol to promote biosecurity. Arcturus BioCloud screens all incoming orders against the IGSC list of select agents. This list is based on sequences identified by the US Centers for Disease Control (CDC), US Dept of Commerce (USDC), US Dept of Agriculture (USDA), and the Australia Group. We reserve the right to refuse any order.

DNA Libraries

New DNA Parts Deposit

Arcturus BioCloud can clone synthetic genes or DNA parts for storage and use at the Arcturus BioCloud's library. CUSTOMER has the right to decide if the submitted synthetic genes or DNA parts will be open for use to all the Arcturus BioCloud's CUSTOMERS or will be kept into CUSTOMER'S private library. CUSTOMER agrees to pay a monthly fee for maintaining private synthetic genes or DNA parts at the Arcturus BioCloud's library. CUSTOMER will provide Arcturus BioCloud with the custom plasmid necessary for Arcturus BioCloud to provide the requested services when the synthetic genes or DNA parts are sent to Arcturus BioCloud physically. CUSTOMER must also send the gene sequences before sending the DNA molecule and wait for a pre-approval period before sending the synthetic genes or DNA parts. This sequence will be analyzed according to our biosecurity policy, also described in this document. Such custom plasmid shall remain the property of CUSTOMER throughout the cloning, storage and sequencing process. CUSTOMER hereby grants Arcturus BioCloud a limited, non-exclusive, royalty-free license to use the custom plasmid, the synthetic genes or DNA parts and its sequences for the purpose of performing the services. By agreeing to the terms and conditions of this Agreement and providing Arcturus BioCloud with the custom plasmid and the synthetic genes or DNA parts, CUSTOMER represents and warrants that it has the power and authority to grant the foregoing license, or otherwise has obtained all licenses and rights, including all intellectual property rights, necessary for Arcturus BioCloud to provide the requested services. CUSTOMER hereby agrees to and shall indemnify and hold harmless Arcturus BioCloud and its affiliates and their officers, agents, and employees, from and against any action, claim, or liability, including attorneys' fees, arising out of any breach of the foregoing representation and warranty, including but not limited to any claims of patent infringement or other intellectual property-related claims. For custom cloning projects, no turnaround guarantee is offered. If Arcturus BioCloud fails to clone the DNA fragment in three attempts (for commercially available vectors shipped directly from the manufacturer) or two attempts (for all other vector preparations), Arcturus BioCloud reserves the right to clone, storage and ship the gene into our in-house vector and use this for the purposes of storage and use through our platform.

Public Catalog - Arcturus BioCloud

Arcturus BioCloud has not found any issued patents or published patent applications with any claims relying on the nucleic acid sequence of Arcturus BioCloud's parts catalog products designated as Public Catalog. Arcturus BioCloud is not aware of any pending unpublished patent applications that may be infringed by the Arcturus BioCloud's Public Catalog. However, Arcturus BioCloud can't guarantee that one or more patents claiming the Arcturus BioCloud's Public Catalog have not issued or will not issue. By building application with the Arcturus BioCloud's Public Catalog, CUSTOMER acknowledges that use of the Arcturus BioCloud's Public Catalog may be claimed to infringe the intellectual property rights of third parties and that Arcturus BioCloud provides no indemnity to CUSTOMER for any such alleged or actual infringement.

Compliance Terms: Arcturus BioCloud authorizes CUSTOMER to incorporate the Arcturus BioCloud's Public Catalog into CUSTOMER'S product and sell or distribute such products to third parties provided that (i) CUSTOMER is not a direct competitor of Arcturus BioCloud as a provider of DNA constructs or gene design (ii) CUSTOMER has obtained any third-party licenses required for that product, (iii) CUSTOMER'S product performs an additional function not performed by the Arcturus BioCloud's Public Catalog, and (iv) CUSTOMER prominently acknowledges the incorporation of the Arcturus BioCloud's Public Catalog on the front, side or back of the CUSTOMER'S product packaging and/or advertising materials in a font at least as large as that used for the majority of the other text in that packaging and/or advertising materials. In circumstances where CUSTOMER cannot satisfy each of these four criteria, CUSTOMER warrants that the Arcturus BioCloud's Public Catalog (i) will be for single laboratory/company use only, and (ii) will not be distributed to any other party without Arcturus BioCloud written permission.

SYNBIOTA's Catalog

When using the Website and/or Services, you may encounter or interact with elements of the SYNBIOTA Catalog. For details about this catalog please refer to https://synbiota.com/welcome.

Product Shipment

Arcturus BioCloud are sold F.O.B. San Francisco, CA. Title and risk of loss passes to CUSTOMER upon transfer to shipper. Arcturus BioCloud products are shipped by overnight courier service, unless otherwise requested. Upon receipt of shipped goods, CUSTOMER will inspect the shipment promptly for damages, shortages and correct identity of product. Any claims of non-conformity must be submitted to Arcturus BioCloud within 30 days of shipment. If CUSTOMER fails to provide such claim within that period, the shipment will be deemed accepted by CUSTOMER. By purchasing any Arcturus BioCloud's product, CUSTOMER represents and warrants that CUSTOMER has obtained all third-party licenses and rights, including all patent and intellectual property rights, necessary for making, using, and selling the Arcturus BioCloud's product as part of CUSTOMER'S product or application. CUSTOMER hereby agrees to and shall indemnify and hold harmless Arcturus BioCloud and its affiliates, officers, agents, and employees from and against any action, claim, or liability, including attorneys' fees, arising out of any breach of the foregoing representation and warranty or arising out of any action related to actual or alleged infringement of third-party patents directed at Arcturus BioCloud in connection with services provided to CUSTOMER.

Warranty

Arcturus BioCloud guarantees that its products will have the sequence requested by CUSTOMER when assembled, this sequence will be consistent with the DNA sequencing tracefiles obtained by Arcturus BioCloud from the third parties during the performance of synthesis services and provided with each product except to the extent the sequence is not stable in E. coli, in which case Arcturus BioCloud will communicate with CUSTOMER regarding appropriate alternatives. Arcturus BioCloud does NOT guarantee the nucleotide sequence of the cloning vector. Claims under this warranty must be submitted within 30 days of shipment. Arcturus BioCloud is responsible for the assembly not extending this responsibility to the synthesis. The synthesis will be responsibility and its warranty will be in compliance with the third parties that synthesized the sequence for CUSTOMER. This warranty does not applied to construction that cannot be cloned because of toxicity to the E. coli host in which it is grown. Any product that is not identical to the requested sequence will be replaced or authorized for return and credit, at Arcturus BioCloud's option. These are the sole remedies for any breach of the foregoing warranty.

DISCLAIMER OF WARRANTY

THE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR INFRINGEMENT, ARE EXCLUDED AND HEREBY DISCLAIMED. Arcturus BioCloud SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, CONTINGENT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFIT OR OTHER ECONOMIC LOSS, ARISING IN CONNECTION WITH CUSTOMER'S USE OF OR INABILITY TO USE THE GOODS AND SERVICES PROVIDED BY Arcturus BioCloud. Arcturus BioCloud WILL NOT BE LIABLE FOR ANY USE BY CUSTOMER OF PRODUCTS OR SERVICES OR FOR ANY LOSS, CLAIM, DAMAGE, OR LIABILITY OF ANY KIND OR NATURE THAT MAY ARISE FROM THE USE, HANDLING, OR STORAGE OF SUCH PRODUCTS OR SERVICES. IN NO EVENT WILL Arcturus BioCloud's TOTAL LIABILITY, IF ANY, EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES. Arcturus BioCloud PROVIDES NO WARRANTY OR GUARANTEE TO CUSTOMER THAT THESE PRODUCTS AND SERVICES, AND CUSTOMER'S USE THEREOF, ARE FREE FROM INFRINGEMENT OF ANY THIRD-PARTY PATENTS OR OTHER THIRD PARTY PROPRIETARY RIGHTS.

Misleading Representation

You must not modify, adapt or hack the Website or Services or modify another website so as to falsely imply that it is associated with the website, Services or Arcturus BioCloud. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Arcturus BioCloud.

Content Removal

We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

Malicious Activity

You must not deliberately or unintentionally upload, post, or transmit any worms or viruses or any code of a direct or indirect malicious or destructive nature or that can be used to spy on Arcturus BioCloud processes, data or other Arcturus BioCloud users. You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.

Damages

You expressly understand and agree that, to the extent permitted by applicable law, Arcturus BioCloud shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Arcturus BioCloud has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Services; (v) or any other matter relating to the Services.

Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

Other

The failure of Arcturus BioCloud to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Arcturus BioCloud and governs your use of the Services, superseding any prior agreements between you and Arcturus BioCloud (including, but not limited to, any prior versions of the Terms of Service).

Severability

Should any provision of this Agreement be deemed invalid, entirely or in part, by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall not be impaired in any way and shall remain in full force and effect. The parties agree to replace the invalid provision by a valid provision that comes as close as possible to the economic intentions of the parties as evidenced by such invalid provisions.

Governing Law

This Agreement will be interpreted and governed by the law of the State of California, excluding its conflicts of laws rules.

Outside the USA

The information on Arcturus BioCloud's Web site and Arcturus BioCloud's products and services are intended only for customers in the United States of America. Regulatory requirements, laws, and distribution of information about genetic material may vary from country to country. The information may not be appropriate outside the United States of America. CUSTOMER is responsible for complying with all applicable laws necessary for Arcturus BioCloud to provide the products and services to CUSTOMER outside the United States, and CUSTOMER hereby agrees to and shall indemnify and hold harmless Arcturus BioCloud and its affiliates and their officers, agents, and employees from any failure by CUSTOMER to do so.