Quartzy Terms of Service

These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services, including our software-as-a-service lab management platform, inventory tracking, order requests, catalog searches, product ordering and support services. If you have entered into a separate written agreement with us for use of the Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.

Section 21 of these Terms contains a binding arbitration clause and class action waiver that affects how disputes regarding the Services are handled. Please review it carefully.

Definitions
“Terms” refers to these Terms of Services
“Site” refers to our website and web application
“We”, “us”, “our”, “Quartzy” or “Company” refers to Quartzy, Inc., the providers and operators of the Site and Services
“Services” refers to all the services we provide, individually and collectively
“Customer”, “you", or “your” refers to the person or entity agreeing to these Terms (to the extent you use any Service)

1. Agreement to Terms

By accessing or using the Site, and/or using a Service, you agree to these Terms. By accessing or using the Site and/or using a Service, you represent that you are at least 18 years old. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “Customer,” “you” and “your” will also refer to that organization, wherever possible.

2. Changes to Terms or Services

We are constantly innovating in order to provide the best possible experience for our users. You acknowledge and agree that the form and nature of the Services which we provide may change from time to time without prior notice to you. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the Site or the Services from time to time will be subject to these Terms, unless stated otherwise. Notwithstanding anything set forth in this paragraph or otherwise in these Terms, Company may not make any changes to the Services (“Modifications”) during the Term that materially reduce the functionality or form of the Services at the time the Services were initially purchased by you.

Either party may request changes to these Terms, including changes in terms, scope, schedule and pricing or compensation, or pursuant to statutory and regulatory changes, through a written amendment signed by individuals authorized to bind each party.

3. Your Right to Use the Services; Your Restrictions

1. Things you can do. Subject to your compliance with these Terms, Quartzy grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable license to electronically access and use the Services solely for your internal business or academic purposes, subject to these Terms.

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2. Things you can’t do. You will not (and you will not allow any other person to) do any of the following:

a. circumvent or manipulate the Quartzy fee structure, billing process, or other fees owed to Quartzy including, but not limited to, through the sharing of login credentials or the sharing of accounts between multiple users;

b. publish on or upload to the Site anything unlawful, misleading, malicious, or discriminatory;

c. access or attempt to access any other Quartzy systems, programs, data or accounts that are not made available for public or your use;

d. copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site, except as allowed with respect to your data.

e. work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services in any way;

f. perform or attempt to perform any actions that would interfere with the proper working of the Site or Services, prevent access to or the use of the Site or Services by Quartzy’s other licensees or customers, or impose an unreasonable or disproportionately large load on Quartzy’s infrastructure;

g. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information
(including images, text, page layout, or form) of Quartzy or the Services or use any Quartzy trademark or
service marks, unless authorized to do so in writing by Quartzy;

h. attempt to probe, scan, or test the vulnerability of any Quartzy system or network or breach any security or authentication measures

i. attempt to access or search the Services or download content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Quartzy or other generally available third-party web browsers;

g. send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

k. impersonate or misrepresent your affiliation with any person or entity; or

l. otherwise use the Services except as expressly allowed under the Terms.

m. The license granted in these Terms does not include any right of resale of any Quartzy Service or any product purchased via the Site or Service, or its contents; or any collection and use of any product listings, descriptions, or prices; any derivative use of any Quartzy Service or its contents. No Quartzy Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Quartzy.

3. Quartzy’s (and its licensor’s) Intellectual Property. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. Quartzy, the Quartzy logo, and other Quartzy trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Quartzy. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. Quartzy and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Quartzy or its personnel in connection with performing the Services (collectively “Quartzy Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. You will have no rights in any trademarks, the Quartzy Materials or the Site except as expressly set forth in these Terms.

4. Use of the Services; Providing Us Information

1. You’ll Start by Creating an Account; Information You Must Provide. You will need to register an account with Quartzy to begin using the Services. You agree to provide accurate, complete registration information, and to keep that information current. You agree that Quartzy may store and use your registration information to maintain your account.

2. Information You Must NOT Provide; DISCLAIMERS.

3. Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Quartzy any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. QUARTZY EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD PARTY CONFIDENTIAL INFORMATION.

4. Protected Health Information. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Quartzy any data or information which may qualify as protected health information (or any similar information) regulated under the Health Insurance Portability and Accountability Act of 1996 and related regulations (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) (all such data or information, collectively, “PHI”). QUARTZY EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH PHI.

5. How We’ll Use Your Information; Our Privacy Policy

Our Privacy Policy (viewable at www.quartzy.com/privacy-policy) sets forth our practices regarding the collection, use and disclosure of information that we receive or gather from you through our Services (“Your Information”). You agree to the use of Your Information in accordance with these Terms as well as our Privacy Policy.

6. Quartzy’s Data Security; Disclaimer

1. The Security of Your Information is Important to Quartzy. Quartzy takes reasonable administrative, physical and electronic measures designed to protect from unauthorized access, use or disclosure of the information that we collect from you. Quartzy servers are located in professional and secure hosting facilities designed to host servers with protection from unwanted attacks over the Internet and physical attacks to the building or server itself. In particular, the Site’s servers are in a private network with a dedicated firewall, and are protected by round-the-clock interior and exterior surveillance. For physical security, our data centers are all SSAE-16 and/or ISO 27001 compliant. Our software infrastructure is regularly updated with the latest security patches. All access to the Site’s servers is protected by two-factor authentication, and all traffic to Quartzy’s servers is encrypted as well.

2. Quartzy Will Notify You and Try to Fix any Breaches of Security. If there is a suspected, threatened or actual security incident or breach of security involving Your Information (a “Security Breach”), Quartzy will at its own expense: (i) investigate and take all steps to identify, prevent and mitigate the effects of such Security Breach; (ii) promptly notify you of the incident; and (iii) as soon as reasonably possible (A) conduct any recovery reasonably possible to remediate the impact of such Security Breach and (B) comply with applicable law and industry practices relating to such Security Breach. Despite the foregoing, you acknowledge and agree that this clause constitutes notice by Quartzy to you of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Client shall be required. “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on Quartzy’s firewall, port scans, unsuccessful login attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Your Information.

3. Quartzy Backs Up Your Information. Quartzy stores all data in multiple secure locations, and performs multiple daily backups of all critical data (including the database). Quartzy also tests its backups in duplicate environments on a regular basis to ensure their correctness, and to test disaster recovery scenarios. Database backups are audited daily.

4. You Have Security Responsibilities. You agree to: (i) Keep your password and online ID secure and strictly confidential; (ii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iii) notify us immediately if you are contacted by anyone requesting your online ID and password. You understand and accept that you are responsible for any and all transactions performed under your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless Quartzy from and against any and all liability arising in any way from the access to the Site using your online ID and/or online password.

5. Some Third Parties May have Incidental Access to Your Information. Quartzy works with other companies to provide information technology services to users of the Site. These companies may have access to Quartzy's databases, but only for the purposes of providing service to Quartzy. For example, a third party may obtain access to Your Information in an effort to update database software, or manage data. These companies will operate under consumer confidentiality agreements with Quartzy.

6. The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. QUARTZY SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR INFORMATION, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO QUARTZY’S GROSS NEGLIGENCE OR MISCONDUCT.

7. Ordering Products on Quartzy.com

Certain Definitions Applicable to Buying Products on Quartzy.com.

“Product Order” is defined as the purchase order submitted by you to Quartzy for the Products.

“Products” are defined as all tangible goods, materials, and products to be supplied by Quartzy or a third-party manufacturer under the Product Order.

1. Who Cannot Buy. The Company is generally amenable to assisting customers with their laboratory inventory requirements. However, there are certain situations where the Company may decline to accept Product Orders. Specifically, you are not permitted to purchase any Products from Quartzy.com if:

a. You are situated outside of the United States of America, or they are transporting any merchandise beyond the borders of the United States of America.
b. You are attempting to procure a regulated item for which they lack the legal right to purchase, own or use.
c. You have the intention of reselling the Product, either directly or indirectly, or providing it to any individual or entity that intends to resell it, except where such action is authorized by a separate agreement between the Company and a reseller.
d. You are not affiliated with, and are not procuring the Products on behalf of, a commercial or academic institution.

2. How to Order Products. You can select Products for purchase in several ways: by browsing catalogs on the Site, selecting items, putting them in your cart and completing the “check out” process, purchasing through your electronic procurement system, or by responding to an official Quartzy quote or pricing proposal. Based on your product requests or other of Your Information, Quartzy may provide you with quotes for Products. Any such quotes are valid for no more than 14 days after Quartzy provides the quote. A Product Order submitted by you to Quartzy corresponding to Products for which you’ve completed “check out”, or a Product Order submitted by you to Quartzy corresponding to an official Quartzy offer or pricing proposal, constitutes the agreement for Quartzy to provide the Products quoted and for you to receive and pay for such Products.

3. Your Product Order Cannot Contain Additional Terms or Conditions. These Terms set out the complete and exclusive statement of the contract between you and Quartzy with respect to your purchase of Products. Any additional or conflicting provisions contained in a Product Order from you are rejected, unless expressly and independently recognized and agreed to by Quartzy in writing.

4. Quartzy Can’t Guarantee that Product Information is Correct. While Quartzy strives for accuracy in its Product information, Quartzy cannot ensure that the information with respect to any Product is correct. You agree that Quartzy shall not be liable for any for clerical, graphical, typographical, and printing errors, including with respect to Product pricing.

5. International Access. Though the Site may be accessible from outside the United States, You cannot order Products from the Site if you are outside the United States or for delivery outside the United States. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.

8. Packing, Shipping and Insurance

1. We May Ship Product to you Directly, or We May Use “Drop Ship” via a Third Party Shipper. Quartzy will select the appropriate shipper for your Product Order. Quartzy ships Delivered Duty Paid (DDP). This means that Quartzy is responsible for the goods shipped to the named place of the destination. The title to the Product transfers to you (and our responsibility for risk of loss of the Product stops) at time and place of delivery to you. You will be responsible for any freight costs or handling fees associated with delivery fees, which will be quoted at the time of or after your purchase and subject to appropriate adjustment to reflect the actual costs.

2. It’s Possible that your Ordered Product may be Unavailable. Although Quartzy tries to ensure that the Product availability on the Site is accurate, you acknowledge that from time-to-time even those Products designated as in inventory will not be available at time of shipment. If a Product Order cannot be shipped in its entirety due to unavailability of the Product, Quartzy will promptly notify you, and provide an estimated shipment date for those Products which are unavailable.

3. Products Damaged in Shipping; Insurance. Quartzy carefully packs Products according to guidelines recommended by freight forwarders. When you receive your Product delivery, inspect it right away for both damage or discrepancy in what you ordered. If there is any damage, take a photo of the damaged area. Photos of the label on the box are also helpful. If the carrier damaged the item in transit, take pictures of the damaged package. Once accepted, you assume all liability for any physical damage identified and/or incurred after acceptance.

4. Quartzy Will Help You with Damaged Products. Despite any other section of these Terms, and whether your Product came from Quartzy or a third-party manufacturer after ordering on the Site, Quartzy will work with you in good faith to try to resolve any claims of damaged Product.

9. Payment Terms

1. Invoicing and Payment for Products. Quartzy will invoice you for any Products you purchase on the Site. Except in the case where you have a separately agreed-to credit arrangement with Quartzy, you must pay for any Products you order before Quartzy will ship those Products. All payments are to be made in United States dollars, including applicable taxes, and other charges such as government imposed surcharges which Quartzy may be required to pay or collect with respect to the provision of Products. Except as expressly provided otherwise in these Terms, fees and payments for Products are non-refundable and nontransferable.

2. Invoicing and Payment for Services. Certain elements of our Services (“Paid Services”) may require the payment of fees and/or the completion of a Services order form (the “Services Order Form”). Customer agrees to pay Company the fees described in the Services Order Form for the Paid Services in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial service term or then current renewal term specified in the Services Order Form, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Company may choose to bill through an invoice, in which case, unless otherwise specified in the Services Order Form, full payment for invoices issued in any given month must be received by Company thirty (30) days after the delivery date of the invoice. Company may also choose to bill Customer by charging the amount owed for Paid Services in a given month directly to Customer’s credit card on file with Company, or withdrawing such amounts directly from Customer’s bank account via ACH, and Customer hereby consents to such charges and withdrawals being made. The Fees for Paid Services exclude all applicable sales, use, and other taxes, fees, duties and similar charges. Customer 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 Customer hereunder, other than any taxes imposed on Company’s income. Except as expressly provided otherwise in these Terms, Fees for Paid Services are non-refundable and non-transferable.

3. Your Failure to Pay or Failure to Pay on Time. If you have any outstanding balance due on your account, then Quartzy has the right to withhold access or use of the Services or shipping any Product to you until you have paid your account balance in full. If your payment is late, Quartzy may charge interest on your outstanding late balance at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received by Quartzy. You agree to reimburse Quartzy for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.

10. Product Order Cancellation; Product Returns and Refunds
1. Cancelling Your Product Order. Except as specified otherwise, You may cancel a Product Order at any time prior to shipping with no penalty. Certain Product Orders are non-cancellable and non-refundable. Once a Product Order has shipped, you may not be able to cancel it, especially if it ships directly from one of our manufacturers. The Product Order may be subject to a restocking fee, and you will be responsible for all shipping charges incurred (outbound to you and return to Quartzy facility).

2. Quartzy makes Product returns easy. Quartzy will help you with Product returns, even if you bought something that shipped directly from the manufacturer.

3. How to return the wrong Product shipped from Quartzy. If Quartzy ships you a Product other than what you ordered, Quartzy will arrange the return of the incorrect Product in exchange for the correct Product at Quartzy’s expense. Please email orders@quartzy.com within 5 business days of receipt of your purchase to obtain a Return Merchandise Authorization (RMA) prior to shipping the Product back to Quartzy. Please include the Product Order number in the subject box of your e-mail and specify the reason for your request to return the item in the e-mail.

4. How to return the wrong Product shipped from the Manufacturer. If one of our manufacturers ships you a Product other than what you ordered, please email at orders@quartzy.com, and Quartzy will assist you in completing your Product return.

5. Please package returned items carefully. Approved returns should be sent in their original packaging and in the condition in which you received the item. We require that you pack them securely, and that you include the original packing slip with the return along with written documentation of why the item is being returned. Items must be shipped back within 30 business days of receipt in order to be eligible for a refund or exchange. All returns will be checked in and assessed.

6. What if the Product delivery is fine, but you just aren’t happy with the Product? If, for any reason, you are not satisfied with the order you received, please email orders@quartzy.com within 30 days of receiving your Product. One of our team members will be happy to try to make things right.

7. Exceptions to the rules: some things are not returnable. Despite anything else in these Terms, some Products are not returnable. If there is a problem with any of these Products, please email details to orders@quartzy.com, and we’ll work with you to try to solve that problem and make you happy. Nonreturnable items may include but are not limited to: Products which have been personalized or customized, Products not resalable as new, sterile products, antibodies, enzymes, kits, media like FBS or Trypsin-EDTA, and anything that ships on ice or dry ice.

11. Limited Product Warranty

1. Your Warranty. Warranty obligations for Products purchased through the Site are the direct responsibility
of the manufacturer, and you should contact the manufacturer directly for warranty information and
fulfillment. Despite that, if there is a problem with any Product covered by warranty, we are happy to work
with you to try to solve that problem and make you happy. To request our help, please email details to
orders@quartzy.com.

2. WARRANTY DISCLAIMER. QUARTZY HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE PRODUCT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Product Recalls

Quartzy will use commercially reasonable efforts to notify you promptly if Quartzy has knowledge of any public or private recalls of any Product provided in connection with these Terms.

13. Feedback

We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback by emailing us at info@quartzy.com or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon, and otherwise use the Feedback for any purpose.

14. Links to Third Party Websites or Resources

The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

15. Termination

1. Term. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as
specified in the Service Order Form, and shall be automatically renewed for additional periods of the same
duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at
least thirty (30) days prior to the end of the then-current term.

2. Termination. In addition to any other remedies it may have, either party may terminate this Agreement,
effective on written notice to the other party, if the other party materially breaches this Agreement, and
such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the nonbreaching party provides the breaching party with written notice of such breach. Either party may also
terminate this Agreement, 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.

3. Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and
Services will immediately terminate; and (ii) all fees you may owe will become immediately due and
payable. Notwithstanding the foregoing, Quartzy may, in its discretion, permit you to access the Services
on a limited basis following termination for the sole purpose of allowing you to download you user content.

4. All sections of these Terms which by their nature should survive termination will survive termination,
including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers,
and limitations of liability.

16. Important Disclaimers

EXCEPT AS MAY BE OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE SITE AND THE
SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE
FOREGOING, QUARTZY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. QUARTZY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES. QUARTZY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICES OR ANY APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICES OR ANY APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Quartzy is not responsible or liable for any user content posted on the Site or in connection with the Services. We do not control and are not responsible for what you or other users of the Site or Services post, transmit or share on the Site or through the Services and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.

The Site and Services may be temporarily unavailable from time to time for maintenance.

Quartzy assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or
transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Quartzy is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Services.

17. Indemnity

You agree to defend, indemnify and hold harmless Quartzy, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of Your Information caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify Quartzy and its affiliates, officers, directors, employees and agents.

18. Limitation of Liability

Quartzy shall have no liability for any loss, damage, or injury resulting from your or any third parties’ negligence,
lack of training, use or misuse, or misapplication of any Product. You agree to indemnify, defend, and hold harmless Quartzy and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of any Product.
IN NO EVENT WILL QUARTZY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE SITE, OR ANY RESEARCH OR EXPERIMENT OR OTHER WORK PERFORMED USING ANY PRODUCTS PURCHASED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF QUARTZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUARTZY’S TOTAL LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO QUARTZY BY CUSTOMER UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

19. Export Regulations

You acknowledge that each Product and Service and any related software and technology, including technical
information supplied by Quartzy or contained in documents (collectively "Items"), may be subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Both Quartzy and you agree to comply with applicable U.S. Export Administration Regulations and other laws and regulations governing exports as are in effect from time to time.

20. General Terms

These Terms constitute the entire and exclusive understanding and agreement between Quartzy and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between Quartzy and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Quartzy’s prior written
consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Quartzy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Quartzy under these Terms, including those regarding
modifications to these Terms, will be given by Quartzy: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Quartzy’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized
representative of Quartzy. Except as expressly set forth in these Terms, the exercise by either party of any of its
remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations
hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages.

21. Disputes

These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Except for small claims disputes in which you or we
seek to bring an individual action in small claims court located in the county of your billing address or claims for
injunctive relief by either party, any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in Santa Clara County, California under the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. Where arbitration is not required by these Terms, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS BETWEEN YOU AND US, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST US THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.

22. Contact Information

If you have any questions about these Terms or the Services please contact Quartzy at info@quartzy.com.