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information and samples submitted to Astrea Forensics, subject to these Terms. Customer agrees not to share the Services as provided by
<br />Astrea Forensics with any individual who does not have a demonstrated need to know.
<br />(a)Astrea Forensics shall use the information and samples submitted by Customer for the purpose of providing the Services as described herein.
<br />Customer acknowledges that the Services may require destruction of some or all of the samples. In addition, due to the experimental nature of
<br />the Services and the nature of the samples being submitted, Customer also acknowledges that samples may be destroyed in the course of
<br />providing Services without any useful results being obtained. In the absence in the Quote for a specific procedure for sample disposition following
<br />delivery of results, Astrea Forensics shall destroy any remaining samples and related information according to its internal procedures at its sole
<br />discretion.
<br />(b)Astrea Forensics may collect non-technical information submitted by Customer (e.g. email, billing address, first/last name, company, phone,
<br />etc.) for the purpose of establishing and servicing a user account. Employees and agents of Astrea Forensics will have access to user account
<br />information only as needed to provide the Service. User account information will not be shared outside of Astrea Forensics and its agents without
<br />Customer’s approval or pursuant to a legal or regulatory requirement. Astrea Forensics will not use Customer’s information for marketing
<br />purposes without providing Customer the option to opt-out of such uses. Astrea Forensics may collect usage data regarding Customer’s use of
<br />the Astrea Forensics’ Services, including usage data for electronic resources and software for the purpose of improving Astrea Forensics’
<br />provision of such Services.
<br />(c)Customer shall own the exclusive rights and obligations to all results. Following delivery or electronic access to results by Customer, Astrea
<br />Forensics may maintain the results for a limited time before removal of the results from Astrea Forensics servers according to its internal
<br />procedures. Following delivery of results, Astrea Forensics assumes no responsibility for maintaining samples, results, or any information not
<br />provided according to the relevant Quote or Statement of Work.
<br />1.Intellectual Property.
<br />(a)All intellectual property rights in the Services and in any Astrea Forensics technology, intellectual property and know-how used to make or
<br />useful for the performance or use of the Services will at all times remain vested in Astrea Forensics and its licensors.
<br />(b)Customer shall own the exclusive rights to all results to be delivered as specified in a Quote or SOW.
<br />(c)Customer agrees to keep confidential any non-public technical information, commercial information (including prices, without limitation) or
<br />instructions received from Astrea Forensics as a result of discussions, negotiations and other communications between us in relation to our
<br />services.
<br />2.Compliance with Law. Customer agrees that it will comply with all applicable United States laws and the laws of any other jurisdiction,
<br />including all laws related to the export or re-export of any results or accompanying documentation. Customer represents and warrants to us that
<br />Customer will not, directly or indirectly, (a) sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology
<br />(including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or
<br />regulations of the U.S., or (b) use the Service for any use prohibited by the laws or regulations of the U.S. and/or Customer’s state or local
<br />jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
<br />3.No Warranty. THE SERVICES INCLUDING RESULTS AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED “AS IS.”
<br />ASTREA FORENSICS MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE
<br />SERVICES AND EACH PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT ARE NOT SET FORTH IN
<br />THIS AGREEMENT INCLUDING IMPLIED WARRANTIES, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND
<br />FITNESS FOR A PARTICULAR PURPOSE. Any use of results by Customer or third parties is the sole responsibility and liability of Customer.
<br />Customer acknowledges that Astrea Forensics is not certified or accredited as a crime lab in any jurisdiction, and that Astrea Forensics makes
<br />no warranties with respect to admissibility of evidence in a court proceeding. Astrea Forensics’ representatives are not authorized to enter into
<br />agreements outside these Terms or to make any warranties or representations of any kind with respect to the Services.
<br />4.Indemnification. Customer shall indemnify, defend, and hold Astrea Forensics, its officers, employees, shareholders, affiliates, and agents
<br />harmless from and against any and all losses, damages and expenses (including reasonable attorneys’ fees and other costs of defending any
<br />action) that such parties may incur as a result of i) Customer’s use, reliance on, resale, or other transfer (authorized or unauthorized) of Services
<br />or results or Electronic Resources, or ii) by reason of Customer’s breach of or failure to perform any of its obligations hereunder, including
<br />without limitation Customer’s use of Astrea Forensics Services or reliance on results generated with Astrea Forensics Services in conjunction
<br />with Customer’s use of results, or iii) Customer’s provision of samples and information related to such samples to Astrea Forensics, whether or
<br />not such provision of samples and information is in violation of a federal, state, or local regulation or policy. Customer hereby waives any federal,
<br />state, or local statute or regulation including sovereign immunity that would preclude indemnification. Customer shall fully cooperate with Astrea
<br />Forensics in any investigation relating to any such claims and, at no charge to Astrea Forensics, make available to Astrea Forensics all related
<br />statements, reports and tests available to Customer. Customer agrees that a false representation and warranty (for example, regarding
<br />Customer’s ownership or control of samples or of privacy requirements relating to samples) is willful misconduct and a material breach of the
<br />Agreement.
<br />5.Liability Limitation. EXCEPT TO THE EXTENT (i) CAUSED BY ASTREA FORENSICS’ GROSS NEGLIGENCE OR WILLFUL
<br />MISCONDUCT, OR (ii) REQUIRED BY APPLICABLE LAW, ASTREA FORENSICS AND ITS REPRESENTATIVES SHALL HAVE NO
<br />LIABILITY FOR (A) ANY LOSS OF USE, PROFITS, REVENUE, GOODWILL, BUSINESS, OR OTHER FINANCIAL LOSS, (B) COSTS OF
<br />SUBSTITUTE GOODS OR SERVICES, OR (C) ANY LOST PROFITS, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES
<br />OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING
<br />NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF CUSTOMER OR ITS REPRESENTATIVE HAS BEEN ADVISED
<br />OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, ASTREA FORENSICS’ LIABILITY SHALL NOT EXCEED THE AMOUNT PAID
<br />BY CUSTOMER TO ASTREA FORENSICS FOR THE SERVICES. CUSTOMER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER
<br />ARE REFLECTED IN THE PRICE OF THE SERVICES AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN
<br />A DIFFERENT ALLOCATION OF RISK. Customer is solely responsible for adequate protection and backup of the data and equipment used in
<br />connection with any Service, and we will not be liable for any damages that Customer may suffer connection with downloading, installing, using,
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