APP TERMS

You agree to be bound by these Terms upon the earlier of: (a) clicking any “accept” or “agree” selector accompanying these Terms; or (b) using our Alkegen offerings, including any of our mobile applications. By using our Alkegen offerings, you consent to our receipt and use of any sensitive personal information that you provide to us. NOTE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND A WAIVER OF THE RIGHT TO A JURY TRIAL. 

You may use the following links to go directly to the different sections of these Terms, all of which are fully set forth below: 

Introduction
Definitions
Alkegen Platform, Intended Use, and Restrictions
Your Privacy Consents
Acceptable Use
Intellectual Property and Restrictions
Fees
Term and Termination
Risks Assumed by You; Waiver of Claims
Warranties and Warranty Exclusions
Limitation of Liability
Indemnification
Apple’s Minimum Terms
Miscellaneous

1. INTRODUCTION

1.1 Alkegen and Alkegen Platform. These App Terms (“Terms”) constitute an agreement between you (defined below) and Unifrax Holding LLC, a Delaware limited liability company (“Alkegen,” “we,” “our,” or “us”). These Terms govern your use of the Alkegen Platform (defined below). 

1.2 You. Alkegen is entering into these Terms with the person who downloads, activates, or otherwise uses the Alkegen Platform, or the entity represented by the person. The term “you” or “your,” as used in these Terms, refers to such person or entity, as the case may be. Depending upon the circumstances, you could be: 

(a) an individual acting in your personal capacity; 

(b) a juristic entity, such as a sole proprietorship, a partnership, a company, or a corporation (each, an “Entity”); or 

(c) an employee, agent, or contractor of an Entity who uses the Alkegen Platform for or on behalf of the Entity (“Entity Personnel”). 

1.3 Age. All users of the Alkegen Platform must be of the age of majority in the user’s state or jurisdiction and no younger than eighteen (18) years of age (“Adult Age”). 

1.4 Supplemental Terms. These Terms will include and incorporate: (a) the cautions, alerts, and notices displayed in the Alkegen Platform’s screens and popups; (b) our App Privacy Policy; (c) any frequently asked questions and answers (FAQs) and other terms and conditions posted at our website where we describe the Alkegen Platform, as may be updated from time to time; and (d) any terms posted or displayed in connection with your downloading of any App (the foregoing items set forth in subsections (a)-(d) being collectively referred to as the “Supplemental Terms”). 

1.5 Affiliate Terms. To complete the process of setting up the Alkegen Platform for your Device (defined below), you may be required to select your desired data collection settings and accept the terms and privacy policies of our affiliates (collectively, the “Affiliate Terms”). 

1.6 Access. These Terms are accessible at our website and at the applicable App Marketplace (defined below). To use any App (defined below), you must download the App at the App Marketplace and agree to these Terms. 

1.7 Binding Agreement. BY DOWNLOADING OR OTHERWISE USING ANY APP OR OTHER PART OF THE ALKEGEN PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND TO COMPLY WITH THE AFFILIATE TERMS. 

2. DEFINITIONS

2.1 Uncapitalized Terms. As used in these Terms, the following terms will have the following meanings, while other terms are parenthetically defined herein:

“applicable law” means all national, federal, state, local, municipal, and foreign statutes and laws, including all rules and regulations promulgated thereunder. 

“including,” “e.g.,” and “such as” each means “including, without limitation.” 

“includes” means “includes, without limitation.”

2.2 Capitalized Terms. As used in these Terms, the following terms will have the following meanings, while other terms are parenthetically defined herein:

“Access Credentials” means any security control, security measure, safeguard feature, process, or tool implemented to prevent or impede the use of the Alkegen Platform in violation of these Terms or to otherwise safeguard the authorized access to, and use of, the Alkegen Platform, including a username, password, passcode, authentication code, biometric identifier (including a thumbprint, facial recognition profile, or retinal profile), security key, or security code. 

“Account” means any authenticated data portal included within the Alkegen Platform or any App Marketplace that: (a) is issued by us or our Affiliates for exclusive use by you; (b) requires your use of Access Credentials to access the portal; and (c) enables you to access the Alkegen Platform, or to manage or control certain preferences or settings of the Alkegen Platform. 

“Affiliates” means our third-party service providers, licensors, suppliers, vendors, contractors, and affiliates.  

“Alkegen Content” means all content, data, works, and materials that we include within the Alkegen Platform, including safety data sheets, product information sheets, and certificates for Alkegen products as well as announcements for Alkegen products. 

“Alkegen Platform” means: (a) the software-as-a-service performed by operation of the hardware (including one or more servers) and software owned, licensed, controlled, or otherwise operated by us or our Affiliates for use by you in accordance with these Terms, including any and all Apps; (b) the Alkegen Content and Documentation; and (c) all graphical interfaces that enable you to access or use the Alkegen Content, Documentation, or Submissions, including the screens of our Apps. The definition of Alkegen Platform expressly excludes any access to, operation of, or processing of any source code. 

“App” means any mobile application that is operable based on the software-as-a-service performed by operation of the hardware (including one or more servers) and software owned, licensed, controlled, or otherwise operated by us or our Affiliates. 

“App Marketplace” means any website, server, platform, store, or ecommerce retailer that enables you to download, access, use, or manage any App, any other part of the Alkegen Platform, or any Account, such as the App Store® controlled by Apple Inc., the Google Play ® store controlled by Google LLC, or the Amazon Appstore™ controlled by Amazon.com, Inc. 

“Deidentified Information” means information derived from Submissions that: (a) cannot reasonably identify, relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to a particular person; or (b) otherwise contains no Personal Information. 

“Device” means any electronic device owned or controlled by you, such as your smartphone, tablet, or computer. 

“Documentation” means information that: (a) describes technical or functional aspects of any App or other part of the Alkegen Platform, including any instructions, rules, guides, user manuals, specifications, videos, demonstrations, use policies, license terms, help interfaces, support databases and readme files; or (b) is provided to you by us directly, through the Alkegen Platform, Account, any website address specified by us, or any hyperlink accessible through the Alkegen Platform.  

“Effective Date” means the earlier of the following dates: (a) the date upon which you clicked the acceptance or agreement selector accompanying these Terms; or (b) the date upon which you initially downloaded, logged-in to, accessed, or used any App or other part of the Alkegen Platform. 

“Feedback” means, except for Personal Information: (a) all statistical and other information compiled or generated by you relating to the performance, operation, or use of any App or other part of the Alkegen Platform; and (b) any and all ideas, information, works of authorship, concepts, and intellectual property disclosed by you for purposes of feedback or suggestions relating to troubleshooting, enhancing, or improving any App or other part of the Alkegen Platform. 

“Marks” means all trademarks, service marks, logos, identifiers of goods or services, names of products or services, business names, product images, symbols, trade dress and marks of Alkegen or its Affiliates, including the Alkegen™ trademark and the Alkegen logo as well as any marks of our Affiliates that are displayed within any App or other part of the Alkegen Platform. 

“Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual. 

“Submissions” means all text, images, photos, videos, data, materials, content, works of authorship, and information that you: (a) provide to us or our Affiliates, whether via App messages, App chats, email, or any other communication method; (b) input or transfer to the Alkegen Platform; or (c) input or transfer to your Devices through use of the Alkegen Platform. 

“US Trade Restriction Laws” means the laws and regulations of the United States (including the Export Administration Regulations (EAR, 15 CFR Parts 730-774)) that regulate or apply to any transaction between any person or entity located in the United States (“US Entity”) and any entity or person located outside of the United States (“Foreign Entity”), including such laws or regulations that: (a) restrict or prohibit the export, re-export, import, or transfer of any item or information from the US Entity to the Foreign Entity or from the Foreign Entity to the US Entity; or (b) restrict or prohibit the US Entity from transacting with, exporting any item or information to, or importing any item or information from any Foreign Entity that is listed on any denied persons list, unverified list, entity list, military end user list, nonproliferation sanctions list, or other list established by the any governmental entity of the United States, including the Department of Commerce – Bureau of Industry and Security, Department of State – Bureau of International Security and Non-proliferation, Department of State – Directorate of Defense Trade Controls, and Department of the Treasury – Office of Foreign Assets Control.  

3. ALKEGEN PLATFORM, INTENDED USE, AND RESTRICTIONS

3.1 Usage Right. Subject to the terms and conditions of these Terms, you will have a revocable, non-assignable, non-sublicensable, non-exclusive right to use the Alkegen Platform during the term of these Terms solely in accordance with these Terms. Such right will automatically terminate upon the expiration or termination of these Terms, whichever occurs first. You hereby acknowledge and agree that the granting of such right will be contingent upon and conditioned upon your full compliance with the terms and conditions of these Terms (including the restrictions and prohibitions in this Article 3 and in Articles 5 and 6) and the Documentation. If you breach any such terms or conditions, such right will be automatically revoked and terminated.  

3.2 Intended Use. You acknowledge and understand that the Alkegen Platform has been designed only for, and is intended only for, your business purposes of receiving information relating to Alkegen products.

3.3 Alkegen Content and Marks. You will not copy, modify, edit, create derivatives of, publicly display, or distribute any Alkegen Content or Marks. 

3.4 Limited Subscription Period of Use. You will not acquire under these Terms any right or license to use the Alkegen Platform when your Account is deactivated, closed, or terminated. Upon the expiration or termination of these Terms, your right to use the Alkegen Platform will automatically terminate, and you will have no right to access or use the Alkegen Platform or the Account that was previously accessible.  

3.5 Individual Use of Account. You will not share your Account with another person, and you will not allow another person to use your Account. Without limiting the foregoing, you will not disclose or provide Access Credentials to any third party without our prior written consent.  

3.6 Other Prohibitions and Restrictions. You will not use the Alkegen Platform in any way or manner that violates the prohibitions or restrictions set forth in Articles 5 and 6. 

3.7 Copy of Data. We will have no obligation to provide you with copies of any Submissions except to the extent that applicable privacy laws require us to furnish you with copies of any Personal Information contained within any Submissions. It is your sole responsibility to retain a copy of all Submissions that you desire to keep. 

4. YOUR PRIVACY CONSENTS

4.1 Privacy. We have developed a policy to address privacy concerns. For more information, please see our App Privacy Policy, which is a part of these Terms.  

4.2 Tracking Settings. Your Device may provide you with settings that enable you to decide the categories of Personal Information that you want the Alkegen Platform to track and collect. If you use these settings to enable our tracking or collection, you consent to our collection and tracking of the applicable categories of your Personal Information. For any tracking features that rely on certain utilities in your Device (such as location tracking and activity tracking utilities), you may disable such tracking features by turning off such utilities using the settings within your Device. Furthermore, you may disable all tracking features of any App of the Alkegen Platform by completely uninstalling the App and terminating your Account. 

4.3 Sensitive Personal Information. We are unable to fully control the types of information that you provide to us in your Submissions. Please do not include Sensitive Personal Information in your Submissions. With respect to any Sensitive Personal Information that we or our Affiliates receive from you, you hereby provide your consent for Alkegen and our Affiliates to receive, process, and store this Sensitive Personal Information for our purposes of operating the Alkegen Platform for you. The term “Sensitive Information,” as used in these Terms, means any Personal Information that you provide in your Submissions that reveals your genetic or biometric information, racial or ethnic origin, religious beliefs, mental or physical health diagnosis, sex life, sexual orientation, citizenship or immigration status, account credentials, financial information, or other information deemed sensitive under applicable law. 

5. ACCEPTABLE USE

5.1 Responsibility for Submissions. You will have sole responsibility for the use, accuracy, quality, integrity, legality, reliability, and appropriateness of all Submissions. 

5.2 Prohibitions. You will not use, or permit the use of, the Alkegen Platform in any way or manner that, directly or indirectly: 

(a) constitutes an infringement or misappropriation of any intellectual property rights, proprietary rights, privacy rights, or personal rights, including rights to image, name, likeness, or voice; 

(b) causes the violation of any federal, state, international, or local applicable laws, ordinances, or regulations; 

(c) interferes with our activities or overall business, or that harms any of our customers, employees, affiliates, agents, officers, or directors; 

(d) threatens, bypasses, or destroys any security measure used with or incorporated into the Alkegen Platform; 

(e) transmits any content, data, or material that contains or deploys any virus, robot, malware, cyberattack, or other type of malicious or deleterious program; 

(f) scrapes, pulls, extracts, data mines, or retrieves any information or data from the Alkegen Platform other than downloading any documents as permitted by the applicable Documentation; 

(g) involves your submission, uploading, transmission, publication, display, or use of material or content that: (i) may reasonably be considered obscene, defamatory, offensive, abusive, hateful, inflammatory, harassing, violent, or otherwise objectionable; (ii) promotes pornographic or other sexually explicit material; (iii) promotes discrimination, violence, or hatred based on race, religion, nationality, sex, gender, disability, age, or sexual orientation; (iv) is likely to deceive any person acting reasonably under the circumstances; (v) impersonates any person; or (vi) involves any commercial activities except as expressly permitted according to the applicable Documentation; or 

(h) involves or constitutes gross negligence, recklessness, fraud, intentional wrongdoing, libel, slander, unethical conduct, misrepresentation, falsity, deception, an inaccurate statement, harassment, racism, sexism, bigotry, violence, assault, battery, a crime, or a violation of applicable law. 

5.3 Takedown. In addition to any other rights afforded to us under these Terms, we reserve the right but have no obligation to take remedial action if any Submissions violate this Article 5, including the removal or disablement of access to such Submissions. We will have no liability to you arising from any such action taken by us. 

5.4 Compliance with Third-Party Terms. The Alkegen Platform may contain or require the use of third-party technology, including software, open source code, databases, libraries, algorithms, servers, and software-as-a-service. In such event, you will be responsible for complying with the third-party terms (including the Affiliate Terms) specified by us that govern your use of such third-party technology. We may provide certain notices to you in the Documentation or Alkegen Platform in connection with such third-party technology. You will be responsible for complying with such notices and third-party terms. 

6. INTELLECTUAL PROPERTY AND RESTRICTIONS

6.1 Your Ownership. As between Alkegen and you, you will remain the owner of all Submissions. 

6.2 Your Licenses to Us. 

6.2.1 Submissions. You hereby grant to us a worldwide, perpetual, irrevocable, paid-up, free-of-charge, royalty-free, sublicensable, assignable, non-exclusive license, under your intellectual property and other rights, to: (a) collect, use, process, store, distribute, and transmit Submissions for purposes of operating the Alkegen Platform for you under these Terms; (b) collect, use, process, store, and analyze Submissions for purposes of developing, improving, and evaluating our products and services; (c) extract, modify, process, and analyze Submissions to generate Deidentified Information; and (d) use, copy, reproduce, create derivative works of, modify, perform, display, distribute, disclose, publish, deploy, market, sell, monetize, and otherwise commercialize Deidentified Information in aggregated form or any other form. 

6.2.2 Feedback. You hereby grant to us, a worldwide, perpetual, irrevocable, paid-up, free-of-charge, royalty-free, sublicensable, assignable, non-exclusive license, under your intellectual property rights and other rights, to use, market, reproduce, perform, display, distribute, publish, deploy, create derivative works of, modify, and otherwise commercialize any and all Feedback. 

6.3 Waiver. You hereby perpetually and irrevocably waive any and all: (a) rights of paternity, integrity, disclosure, or withdrawal relating to Feedback; (b) any other rights relating to Feedback that may be known as or referred to as “moral rights;” and (c) any rights to receive attribution or personal credit for authorship or contribution relating to Feedback. 

6.4 Our Property

6.4.1 No Sale of Any Part of the Alkegen Platform. We are not selling any App or other part of the Alkegen Platform to you. Instead, we are only providing you with a limited right to use the Alkegen Platform in accordance with these Terms. Therefore, you will not acquire any ownership rights in any App or other part of the Alkegen Platform.  

6.4.2 Ownership of Our Property. As between you and us, we will retain all ownership and property rights (including copyrights, data rights, digital asset rights, trade secret rights, trademark rights, patent rights, other intellectual property rights, and rights to image, name, likeness, and voice) in and to: (a) the Alkegen Platform, including all Apps thereof; (b) all Alkegen Content and all of our Marks, including all goodwill associated with the business symbolized by our Marks; (c) all Deidentified Information; (d) anything developed or delivered by or on behalf of us under these Terms; and (e) any and all derivative works, modifications, and improvements of any of the foregoing items set forth in this Section (the items set forth in the foregoing subsections (a) through (e) being collectively referred to as “Our Property”). You will not acquire any rights in Our Property, whether implied or otherwise, other than those rights expressly stated in these Terms. We (and our Affiliates, as applicable) reserve all rights not expressly granted to you in these Terms. If and when you ever claim or acquire any right, title or interest in any portion of Our Property, you hereby assign, transfer, and convey to us, all right, title and interest in and to such portion, including all copyrights (including all rights to create derivative works based on such portion), data rights, digital asset rights, patent rights, intellectual property rights, and personal and property rights therein. If and when such assignment is found to be impermissible under any applicable law with respect to any portion of Our Property, you hereby grant to us, a worldwide, perpetual, irrevocable, paid-up, free-of-charge, royalty-free, sublicensable, assignable, non-exclusive license, under your intellectual property rights and other rights, to use, market, copy, reproduce, create derivative works of, modify, perform, display, distribute, disclose, publish, deploy, monetize, and otherwise commercialize such portion for any purpose. 

6.4.3 Our Property Restrictions. Your right to use the Alkegen Platform will be contingent upon and conditioned upon your full compliance with the terms and conditions provided in this Section and the other provisions of these Terms. In the event of the breach of any such terms, conditions, or provisions, your right to use the Alkegen Platform will be automatically revoked and terminated. If you are an Entity, you will not permit more than one of your Entity Personnel members to share the same Access Credential, regardless of whether such sharing occurs at different times. For clarity, and by way of a non-limiting example, no Entity will allow one employee to login with name/password in the morning and then later in the same day, allow a different employee to login with the same name/password. You will not directly or indirectly (by causing or permitting others to): (a) license, sublicense, sell, resell, market, rent, lease, sublease, loan, transfer, assign, distribute, display, publish, host, outsource, disclose, permit timesharing or service bureau use of, make available or accessible to any third party, or otherwise commercially exploit, any part of the Alkegen Platform or Access Credentials; (b) “frame” or “mirror” any part of the Alkegen Platform on any server or other infrastructure of you or any third party; (c) make the Alkegen Platform, Alkegen Content, Marks, Access Credentials, or programs, data, or materials resulting from the Alkegen Platform available in any manner to any third party for use in the third party’s business operations; (d) enter into time sharing or data sharing arrangements with any third party that involve the use of any part of the Alkegen Platform; (e) modify, enhance, adapt, improve, or create derivative works of any part of the Alkegen Platform; (f) disassemble, decompile, decrypt, reduce to human-readable form, port, translate, localize, reverse engineer, hack, dispose of, discard, destroy, recycle, or abandon any part of any part of the Alkegen Platform or Access Credentials; (g) access, view, assemble, reconstruct, identify or discover any source code of any part of the Alkegen Platform, the structure, sequence, or organization of such source code or any algorithms, methods, or models contained in, characterized by or corresponding to such source code; (h) remove, alter, or modify any markings or notices of us or our Affiliates’ proprietary rights, including attribution, copyright, proprietary, and other legal notices displayed on, by or through the Alkegen Platform; (i) submit or transmit to the Alkegen Platform, any Submissions containing any software malware, viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; (j) interfere with, disable, encumber, impede, or disrupt the integrity, performance or operation of the Alkegen Platform; (k) cause any denial of service with respect to the Alkegen Platform; (l) perform or disclose any functional evaluation, probes, scans, vulnerability tests or benchmark or performance tests of the Alkegen Platform without our signed, prior written consent; (m) perform or disclose any of the following security test activities related to the Alkegen Platform or associated infrastructure without our prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; (n) cause or enable any robot, bot, artificial intelligence system, machine learning system, spider, scraper, wanderer, gatherer, harvester, site search/retrieval application or other automatic device, data processor, software module or process (each, a “Robot”) to: (1) penetrate, interact with or operate with the Alkegen Platform; (2) conduct any step, aspect or portion of any process managed by the Alkegen Platform; or (3) extract, scrape, data mine, pull, or retrieve any information or data from the Alkegen Platform; (o) use, perform or reproduce any portion of the Alkegen Platform in conjunction with any Robot; (p) obtain unauthorized access to the Alkegen Platform, for example, by bypassing Access Credentials, including license control features that limit, track or record the number of users, in or for the Alkegen Platform; (q) descramble, circumvent, decrypt or bypass any Access Credentials; (r) share any Access Credentials with any third party, allow any third party to use the Access Credentials, or disclose or provide to any third party, any Access Credentials for accessing the Alkegen Platform without our signed, prior written consent; (s) access or use any part of the Alkegen Platform for any purpose, reason or motive other than for the intended purposes expressly set forth in these Terms or the applicable Documentation; (t) access or use any part of the Alkegen Platform to develop or support, or assist a third party in developing or supporting, products, or services competitive with us; (u) access or use the Alkegen Platform after the termination of your Alkegen Platform Account or the termination or expiration of these Terms, whichever comes first; or (v) violate any other usage restrictions contained in these Terms or the applicable Documentation. 

6.4.4 Infringers. If you discover or become aware that a third party is infringing upon or misappropriating our intellectual property rights in Our Property, you will promptly report such event to us in writing, together with the details known by you. 

6.4.5 Third-Party Trademarks. Any third-party trademarks (including logos) displayed through the Alkegen Platform or referenced by us will remain the property of their respective owners. Unless expressly indicated otherwise by us, (a) our use of such third-party trademarks will not imply any relationship, sponsorship, or endorsement by or between us and the owners of these trademarks, and (b) the purpose of such use is only to identify the applicable third-party goods or services and will be considered nominative, fair use under applicable trademark law. 

7. FEES

7.1 Fees. We will charge no fees for your use of any App of the Alkegen Platform, except to the extent the Supplemental Terms expressly provide otherwise. 

7.2 Third-Party Utility Fees. You understand that, to use the Alkegen Platform, you must obtain certain services from third parties. At a minimum, to download Apps of the Alkegen Platform to your Device, you must have reliable cellular phone service or reliable Internet service, including a WiFi spot within range of your Device. You will be responsible for all fees charged by these third parties, including utility fees, data fees, and text messaging fees.  

8. TERM AND TERMINATION

8.1 Term. The term of these Terms will begin on the Effective Date and continue until these Terms expire or are terminated in accordance with this Article 8. 

8.2 Termination for Convenience

8.2.1 By You. You may terminate these Terms at any time with or without cause by uninstalling all Apps of the Alkegen Platform, using the Account settings to terminate all of your Accounts, and permanently discontinuing your use of the Alkegen Platform. 

8.2.2 By Us. We may, in our sole discretion, permanently discontinue providing the Alkegen Platform (or any App thereof) at any time. Also, we may terminate these Terms at any time with or without cause. 

8.3 Termination with Cause. In the event you breach these Terms or violate any applicable law when performing activities related to these Terms, these Terms will be automatically terminated. In such event, we may immediately deactivate and otherwise remove your access to the Alkegen Platform.  

8.4 Effects of Termination

8.4.1 Termination of Apps. Upon our discontinuation or termination of any App of the Alkegen Platform in accordance with these Terms, (a) you will no longer have any right to access or use such App, and all Submissions related to such App may be permanently unusable, unreadable, or inaccessible, and (b) all of your rights to use such App under these Terms will be automatically terminated. 

8.4.2 Termination of these Terms. Upon the termination of these Terms, (a) you will no longer have any right to access or use any part of the Alkegen Platform, and all Submissions may be permanently unusable, unreadable, or inaccessible, and (b) all of your rights under these Terms will be automatically terminated. 

8.4.3 Retention of Personal Information. To the extent permitted by applicable law following the termination of these Terms, we will have the right to retain any Personal Information that we receive for purposes of keeping records to demonstrate compliance with applicable laws, communicating with you or your legal representatives, completing transactions with you, addressing legal matters with you, or satisfying privacy regulations or legal requirements under applicable law. 

8.5 Survival. The restrictions, conditions, and prohibitions under Articles 1, 3, 5, and 6 of these Terms (and our rights under such Articles) will survive the termination or expiration of these Terms. The rights and obligations under the following provisions will survive the termination or expiration of these Terms: Article 7 (with respect to any payments owed to us as of the date of such termination or expiration), Section 8.4, this Section 8.5, Articles 9 through 12, and Article 14, and all other provisions, which, by their terms, contemplate survival.  

9. RISKS ASSUMED BY YOU; WAIVER OF CLAIMS

9.1 Risky Conditions. There are a variety of conditions and events, including your errors and errors of the Alkegen Platform, that can cause the Alkegen Platform to display or indicate false, inaccurate, or erroneous information, including the following conditions and events: (a) bugs or design defects of the Alkegen Platform; (b) cyberattacks, hacks, malware, or viruses that affect the Alkegen Platform, (c) defects or malfunctions of Devices; (d) hardware or software conflicts; (e) your failure to comply with the instructions in the Documentation; (f) the use of any hardware or software not provided by us; or (g) your error or improper use of Alkegen Platform. You will bear all risks related to such conditions and events.

9.2 Other Risks Assumed by You. YOU HEREBY ASSUME ALL RISK OF DAMAGE, LOSS, HARM, AND LIABILITY THAT COULD ARISE FROM: (A) ANY USE OF THE ALKEGEN PLATFORM OUTSIDE OF THE SCOPE OF INTENDED USE DESCRIBED IN THESE TERMS; (B) ANY DECISION, ACT, OR SUBJECT MATTER FOR WHICH YOU ARE RESPONSIBLE, AS DESCRIBED IN THESE TERMS; (C) THE INACCESSIBILITY, CORRUPTION OF, OR LOSS OF ANY DATA; OR (D) THE USE, LOSS OF USE, FUNCTION, MALFUNCTION, OPERATION OR ERRONEOUS OPERATION OF THE ALKEGEN PLATFORM. 

9.3 Waiver of Claims. YOU HEREBY WAIVE AND FORFEIT ALL CLAIMS AND LEGAL ACTIONS AGAINST US OR OUR AFFILIATES (INCLUDING ALL DAMAGES AND REMEDIES RELATING TO SUCH CLAIMS AND ACTIONS) ARISING FROM OR RELATING TO: (A) ANY OF THE RISKS ASSUMED BY YOU UNDER THIS ARTICLE 9; OR (B) ANY PRODUCT LIABILITY CLAIMS, TORTIOUS CLAIMS OR STRICT LIABILITY CLAIMS RELATED TO THE ALKEGEN PLATFORM OR THESE TERMS.  

10. WARRANTIES AND WARRANTY EXCLUSIONS

10.1 Warranties and Covenants by You. You hereby represent, warrant, and covenant that: (a) you (whether an individual acting in your individual capacity, an Entity Personnel member, or a representative of an Entity) are at least of the Adult Age; (b) you have full power and authority to enter into these Terms, to perform these Terms, and to bind any Entity whom you represent to these Terms; (c) the execution and performance of these Terms does not conflict with or violate any agreement to which you are a party or any court order to which you are subject; and (d) with respect to your activities related to these Terms, you have complied with, and will comply with all applicable laws. 

10.2 Availability Less Than 100%. THE ALKEGEN PLATFORM, INCLUDING REMOTE ACCESS AND ANY APP NOTIFICATIONS, WILL NOT BE AVAILABLE 100% OF THE TIME. There may be instances in which you do not receive notifications, as well as instances in which the Alkegen Platform is under maintenance.  

10.3 Exclusion of Warranties

10.3.1 Overall Warranty Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ALKEGEN PLATFORM OR ANY OTHER MATTERS, AND (B) WE DISCLAIM THE FOLLOWING: (I) ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND PERFORMANCE; (II) ALL IMPLIED WARRANTIES, DUTIES AND CONDITIONS OF MERCHANTABILITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE; (III) ALL WARRANTIES REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF ANY TECHNOLOGY, SOFTWARE OR CONTENT PROVIDED BY YOU OR ANY THIRD PARTY; AND (IV) ALL WARRANTIES AND LIABILITIES ARISING FROM OR RELATED TO SUCH TECHNOLOGY, SOFTWARE AND CONTENT.  

10.3.2 As Is; As-Available; Errors. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND EACH OF OUR AFFILIATES OPERATES AND PROVIDES THE ALKEGEN PLATFORM ON AN “AS IS” AND “AS-AVAILABLE” BASIS, AND WITH ALL ERRORS AND FAULTS. WE DO NOT WARRANT OR GUARANTEE THAT ANY PART OF THE ALKEGEN PLATFORM WILL BE: (A) ERROR-FREE OR WITHOUT DEFECTS OR VIRUSES; (B) SATISFACTORY TO YOU; (C) PERFORMED ERROR-FREE, UNINTERRUPTED OR WITHOUT SECURITY VULNERABILITIES; OR (D) OPERABLE IN COMBINATION WITH ANY HARDWARE, OTHER SOFTWARE, SYSTEMS OR DATA NOT SUPPLIED BY US OR SPECIFIED IN THE DOCUMENTATION. WE DO NOT WARRANT OR GUARANTEE THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN ANY PART OF THE ALKEGEN PLATFORM.  

10.3.3 Communication Channels. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATION CHANNELS, INCLUDING THE INTERNET AND ANY MOBILE COMMUNICATION NETWORKS, AND THAT THE ALKEGEN PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION CHANNELS. WE WILL NOT BE RESPONSIBLE FOR: (A) ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS; OR (B) ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE ALKEGEN PLATFORM THAT ARISE FROM THE USAGE OF SUCH COMMUNICATION CHANNELS OR THIRD-PARTY TECHNOLOGY.  

11. LIMITATION OF LIABILITY

11.1 Overall Exclusion of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO THE USE, UNAVAILABILITY, FUNCTION, MALFUNCTION, OPERATION, OR ERRONEOUS OPERATION OF ANY PART OF THE ALKEGEN PLATFORM.  

11.2 Exclusion of Special Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ANY LOSS OF REVENUE OR PROFITS, ANY LOSS OF OR DAMAGE TO ANY DATA, ANY LOSS OF OR DAMAGE TO ANY DEVICES OR OTHER PROPERTY, OR ANY DAMAGES OR LOSS ARISING FROM OR RELATING TO REPUTATIONAL HARM OR LOSS OF PRIVACY, OR ARISING FROM OR IN ANY WAY RELATING TO THE USE OF (OR INABILITY TO USE) ANY PART OF THE ALKEGEN PLATFORM EVEN IF WE OR ANY AFFILIATE OF OURS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.  

11.3 Maximum Liability. THE MAXIMUM LIABILITY OF US AND OUR AFFILIATES FOR ALL LOSSES, DAMAGES AND LIABILITIES RELATING TO ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR THE ALKEGEN PLATFORM, WHETHER IN CONTRACT, IN TORT (BASED ON NEGLIGENCE OR ANOTHER BASIS), OR OTHERWISE, WILL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF ANY FEES THAT YOU HAVE ACTUALLY PAID TO US UNDER THESE TERMS OR FIVE U.S. DOLLARS ($5.00), WHICHEVER IS GREATER. 

12. INDEMNIFICATION

12.1 Indemnification Obligation. You will, at all times during and after the term of these Terms, defend, indemnify, reimburse and hold harmless, us and our parents, subsidiaries, affiliates, stockholders, managers, directors, officers, employees, agents, customers, licensors, service providers, suppliers, vendors, licensees, contractors, beneficiaries, assignees, successors in interest, and third parties that provide products or services to, or receives products or services from, us (collectively, “Our Group”) from and against any and all losses, claims, lawsuits, proceedings, expenses, recoveries and damages, including reasonable legal expenses, costs and attorneys’ fees, arising from or relating to: (a) any damage to, theft of or loss of access to any data, content, device or any other property related in any way to these Terms; (b) any Submissions; (c) your voluntary use of any tracking features of the Alkegen Platform; (d) your connection of the Alkegen Platform to any third-party data source, hardware or server; (e) any violation of any rights of any person other than you related in any way to these Terms; (f) any financial loss, lost opportunities, harm, or damage caused by the use, unavailability, function, malfunction, operation, or erroneous operation of any part of the Alkegen Platform; (g) any violation of applicable law by you or any other party involving or related to the use of the Alkegen Platform or any activities performed in connection with these Terms; (h) your negligence or intentional wrongdoing, or any other act or omission by you; (i) any matter for which you are responsible as described in these Terms; or (j) your breach of any obligation, term, condition, covenant, representation, or warranty provided in these Terms (the items set forth in the foregoing subsections (a) through (j) being collectively referred to as the “Indemnifiable Claims”).  

12.2 Indemnification Payments. Subject to Section 12.1, if we suffer or incur any expenses, costs, damages, or other liabilities arising from or relating to any of the Indemnifiable Claims, we may periodically provide you with invoices for the amount of such expenses, costs, damages, and other liabilities. We may provide you with any such invoice before the initiation or occurrence of any judicial proceeding, lawsuit, or court judgment with respect to such Indemnifiable Claims. Within thirty (30) days after you receive each such invoice, you will fully pay the invoiced amount to us.  

13. APPLE’S MINIMUM TERMS

13.1 Our Agreement with Apple. In accordance with our agreement with Apple Inc. (“Apple”) relating to the iOS App of the Alkegen Platform (“iOS App”), Alkegen and you agree to the terms provided in this Article 13 below, which only apply if you use our iOS App. 

13.2 Acknowledgement. Alkegen and you acknowledge that: (a) these Terms are concluded between Alkegen and you only, and not with Apple; and (b) Alkegen, not Apple, is solely responsible for the iOS App and the content thereof. These Terms may not provide for usage rules for the iOS App that are in conflict with Apple’s App Marketplace terms of service as of the Effective Date, which we acknowledge that we have had the opportunity to review.  

13.3 Scope of License. The license granted to you for the iOS App must be limited to a non-transferable license to use the iOS App on any Apple-branded products that you own or control and as permitted by the usage rules set forth in Apple’s App Marketplace terms of service, except that the iOS App may be accessed, acquired, and used by other Apple accounts associated with you via family sharing or volume purchasing. 

13.4 Maintenance and Support. We will be solely responsible for providing any maintenance and support services with respect to the iOS App, as specified in these Terms or as required under applicable law. Alkegen and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.  

13.5 Warranty. We will be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the iOS App to conform to any applicable warranty expressly set forth in these Terms, (a) you may notify Apple, (b) Apple will refund the purchase price (if any) for the iOS App to you, and (c) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such warranty will be our sole responsibility.  

13.6 Product Claims. Alkegen and you acknowledge that Alkegen, not Apple, will be responsible for addressing any claims by you or any third party relating to the iOS App or your possession and/or use of the iOS App, including:  (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. These Terms will not limit our liability to you beyond what is permitted by applicable law.  

13.7 Our Property Rights. Alkegen and you acknowledge that, in the event of any third party’s claim that the iOS App or your possession and use of the iOS App infringes such third party’s intellectual property rights, Alkegen, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.  

13.8 Legal Compliance. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. government as a “terrorist supporting” region; and (b) you are not listed on any U.S. government list of prohibited or restricted parties.  

13.9 Developer Name and Address. In Section 14.16 of these Terms, we have stated our name and address, and the contact information (telephone number and email address) to which any of your questions, complaints, or claims with respect to the iOS App should be directed.  

13.10 Third-Party Terms of Agreement.  You will comply with all applicable third-party terms of agreement when using the iOS App.  

13.11 Third Party Beneficiary. Alkegen and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

14. MISCELLANEOUS

14.1 Accessibility. Recognizing the importance of accessibility to individuals with disabilities, we have configured our Alkegen Platform in consideration of accessibility and ease of use. If you encounter an issue with accessing any portion of the Alkegen Platform due to your disability, you agree to perform the following steps to enable us to investigate such issue: (a) immediately give us written notice of such issue in accordance with Section 14.17; and (b) include a detailed description of such issue in your notice. You may provide your notice through your guardian, caretaker, or agent on your behalf. 

14.2 Force Majeure. We will not be liable for any failure or delay in the performance of our obligations pursuant to these Terms if such failure or delay is caused, directly or indirectly, by any cause beyond our reasonable control, including fire, flood, earthquake, storm, element of nature, act of God, act of war, terrorism, cyberattack, riot, civil disorder, rebellion, revolution, labor strike, labor lockout, pandemic, epidemic, public health crisis, failure of public utilities, interruption or failure of the Internet or any cellular networks, industry-wide unavailability of raw materials or parts, change in law, issuance of a judicial or governmental order, the illegality of any activity or transaction related to these Terms.

14.3 Independent Contractors. In the performance of these Terms, you and Alkegen will at all times act as, and be deemed to be, independent contractors. You will not be considered an employee, joint venturer, agent or partner of us. Neither you nor Alkegen will be authorized to assume or create any obligations or responsibilities, express or implied, on behalf of, or in the name of, one another.  

14.4 Government Rights. The Apps of the Alkegen Platform are “commercial products” or “commercial services,” as such terms are defined in FARS §2.101. Any use, reproduction, display, modification, performance, distribution, or disclosure of such commercial products or commercial services by the U.S. government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms. 

14.5 Import and Export Restrictions. US Trade Restriction Laws will apply to the Apps of the Alkegen Platform and will govern your use of the Apps (including technical data) and any App-related deliverables provided under these Terms. You will comply with all US Trade Restriction Laws. You represent and warrant that you are not, due to your identity or location, prohibited from engaging in the transactions contemplated by these Terms pursuant to any US Trade Restriction Laws. You will not, directly or indirectly, engage in any import, export, re-export, trade, or other activity in violation of or contrary to any US Trade Restriction Laws, including any such activity that involves or relates to any App or any data, information, software programs or materials resulting from any App (or direct product thereof). You will not use any data, information, software programs or materials resulting from any App (or direct product thereof) for any purpose prohibited by any US Trade Restriction Laws, including any activity that is banned or prohibited by US Trade Restriction Laws, including any such activity relating to nuclear, chemical or biological weapons proliferation, or the development of missile technology.

14.6 Assignment. You will not assign any rights or delegate any obligations under these Terms without our prior written consent. Any attempted assignment in violation of these Terms will be null and void. We may assign all or any part of our rights or obligations under these Terms without your consent to any subsidiary, affiliate, successor in interest or other party through contractual assignment, merger, acquisition or otherwise. These Terms will be binding upon the heirs, successors, legal representatives and permitted successors or permitted assigns of the parties. 

14.7 Waiver. Our delay or failure in enforcing any right or remedy afforded under these Terms or by law will not prejudice or operate to waive that right or remedy or any other available right or remedy.  

14.8 Severability.  If any term of these Terms is held invalid or unenforceable by a court of competent jurisdiction, or becomes invalid or unenforceable by operation of law, the remainder of these Terms will continue in full force and effect, and such term will be replaced with another term consistent with the purpose and intent of these Terms.  

14.9 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding: (a) its conflict of laws principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods. 

14.10 Dispute Resolution Definitions. For the purposes of these Terms: (a) the term “Dispute” will mean any dispute, controversy, claim, or cause of action arising out of or relating to: (i) these Terms, any Supplemental Terms, or the interpretation, enforceability, breach, termination, applicability, or validity of these Terms or any Supplemental Terms; (ii) the Alkegen Platform, any of Our Property, any Submission, or any Feedback; or (iii) any other dispute arising out of or relating to the relationship between you and us; (b) the term “Your Group” will mean you and those in privity with you, such as your beneficiaries; and (c) the term “Parties” means you and us, and the term, “Party” means either you or us. 

14.11 Arbitration

14.11.1  Binding Arbitration. Except as provided in Section 14.12, no member of Our Group or Your Group will submit any Dispute to any court of law, the Parties hereby forfeit their right to file and litigate any lawsuit in a court of law relating to any Dispute, and each Party may only resolve Disputes through binding arbitration as provided in this Section 14.11 (“Arbitration”). 

14.11.2  Waiver of Right to Trial by Jury. You understand that, in the absence of this Section 14.11, you might have had a right to litigate disputes through a court, including the right, if any and subject to the rules of your jurisdiction, to litigate claims on a class-wide or class-action basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER OF YOUR GROUP AND OUR GROUP HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THOSE RIGHTS AND ALL RIGHT TO TRIAL BY JURY IN CONNECTION WITH ALL DISPUTES. EACH SUCH MEMBER WILL RESOLVE DISPUTES SOLELY THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 14.11. NO PART OF THE ARBITRATION WILL BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR CONDUCTED ON A CLASS-WIDE OR CLASS ACTION BASIS. EACH PARTY AGREES AND ACKNOWLEDGES THAT SUCH WAIVER IS A SUBSTANTIVE PROVISION BARGAINED BY THE PARTIES AS CONSIDERATION FOR ENTERING INTO THESE TERMS. 

14.11.3  American Arbitration Association. The Party who initiates any Arbitration proceeding will submit the Dispute to the American Arbitration Association (“AAA”) for binding resolution. The Dispute will be resolved exclusively and finally by the AAA. The Parties will agree upon another arbitration forum if the AAA ceases all of its operations.  

14.11.4  Election of Arbitrators. The Arbitration will be conducted by and before three (3) arbitrators. The Parties will confer to mutually select the arbitrators. If the Parties are unable to agree upon the arbitrators within thirty (30) days after the Dispute is submitted to the AAA, the AAA will independently assign the three (3) arbitrators. 

14.11.5  Substantive Law; Award Limitations; Place; Language. In the Arbitration, the arbitrators will apply the laws of the State of New York, excluding: (a) its conflict of law principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods. The arbitrators will not have the right to award treble damages, punitive damages, or attorneys’ fees to the prevailing Party. The location of the Arbitration will be in Erie County of New York or any other location that the Parties agree upon. The Arbitration will be conducted in the English language. Any decision or award rendered in the Arbitration proceeding will be final and binding on Our Group and Your Group, and judgment may be entered thereon in any state or federal court having jurisdiction. This Section 14.11 will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq. 

14.11.6  AAA Contact Information. Information regarding the AAA may be obtained from the AAA online at www.adr.org or by calling the phone number or writing to the address specified at such website.  

14.12 Injunctive Relief. Notwithstanding anything in these Terms to the contrary, in the event that you infringe upon or violate the intellectual property rights, privacy rights, rights of publicity, or similar rights of us or any third party in connection with the purposes or subject matter of these Terms, we will be entitled, in addition to any other remedies available, to seek a temporary restraining order and other injunctive relief in a court of law without any requirement to prove actual damages or to post a bond, and we will be entitled to any other appropriate equitable relief that the court deems proper. 

14.13 Challenge of Arbitration Enforceability. If you file any lawsuit relating to any Dispute in any court of law based on any allegation or claim that the arbitration provisions of these Terms are unenforceable, invalid, or unlawful, (a) the governing law specified in Section 14.9 will govern such lawsuit; (b) the state and federal courts serving Erie County of the State of New York will have sole and exclusive jurisdiction over such lawsuit and to hear and determine such Dispute; (c) you hereby irrevocably waive all claims of immunity from such jurisdiction; (d) you hereby irrevocably waive any right to resolve such lawsuit and Dispute through any different courts based on forum or venue inconvenience; and (e) if any such court determines that such Dispute is properly subject to arbitration under these Terms, we will have the right to be awarded by such court or the arbitrators, the total of the attorneys’ fees and costs that we incurred related to such lawsuit. 

14.14 Arbitral/Judicial Modification. If any arbitrator or court deems any provision of these Terms unenforceable because of its scope with respect to disclaimer, limitation, waiver, area, time, business activities, ownership or other matters, such arbitrator or court, as the case may be, will have the power to modify such provision, through reductions or limitations thereon or to delete specific words or phrases. In its reduced form, such provision will then be enforceable and will be enforced under applicable law.  

14.15 English Language. This Agreement will be interpreted and construed exclusively in the English language. All notices and correspondence related to this Agreement will be written exclusively in the English language.  

14.16 Contact Information. You may contact us regarding these Terms through our contact page or by writing or emailing us at the following address: 

Unifrax Holding LLC
Corporate Headquarters
600 Riverwalk Parkway, Suite 120
Tonawanda, New York 14150

Attn: General Counsel

Email Address: DPO@alkegen.com 

Toll-Free Phone No.: 1-877-255-3436

14.17 Legal Notices. All notices under these Terms will be in writing and may be given by personal delivery, nationally recognized courier service, or mail. In addition, we may provide you with notice under this Terms via the email address that you provide to us or via any messaging system within your Account. To notify us of any Dispute, claim, controversy (including any claim or allegation that we have breached our obligations or violated any of your rights), complaint, or accessibility issue, you will provide such notice to us in writing to our address set forth in Section 14.16 via at least one of the following methods: (a) a nationally or internationally recognized courier service with proof of delivery service; or (b) United States Postal Service by registered or certified mail, return receipt requested and postage prepaid. 

14.18 Reservation of Remedies. You acknowledge and agree that we have, will reserve, will retain, and may exercise, both during and after the termination of these Terms, all rights and remedies available to us (whether derived from these Terms, from applicable law or otherwise) as a result of or in connection with your breach of these Terms or misuse of Our Property.  

14.19 Entire Agreement.  These Terms (including the Supplemental Terms and any other documents described above as being incorporated into these Terms) form the complete agreement between you and Alkegen relating to the Alkegen Platform, and these Terms supersede all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter described herein. 

14.20 Amendment. Subject to Section 14.21, these Terms may not be modified, and the rights, obligations, and restrictions may not be altered or waived, except in a writing signed by both Parties. These Terms will not be modified by any course of dealing, course of performance, or usage of trade.  

14.21 Updated Versions. From time to time, we may modify any portion of these Terms, resulting in an updated version thereof. We may provide you with a written notice of such modification (including a link to or copy of such updated version) through an email or message sent via any messaging system of your Account. If you decline to accept and be bound by any updated version of these Terms, your sole recourse is to permanently discontinue using the Alkegen Platform and terminate these Terms in accordance with Section 8.2.1. 

14.22 Controlling Terms; Conflicts. These Terms supersede the terms in any purchase order, procurement internet portal, or other similar document not provided by Alkegen, and no terms included in any such purchase order, portal, or document will apply to the Alkegen Platform. If any of these Terms conflict with any Supplemental Terms, these Terms will control and prevail.  

14.23 Construction; Interpretation. Each Party acknowledges and agrees that: (a) it has reviewed and fully understands the terms and provisions of these Terms; (b) no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of these Terms or the changes made through any revisions; and (c) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of these Terms. 

14.24 English Language. These Terms will be interpreted and construed exclusively in the English language. All notices and correspondence related to these Terms will be written exclusively in the English language.  

14.25 Electronic Signature. For purposes of these Terms, (a) your electronic signature will be deemed your written signature, and (b) the following will be deemed your electronic signature: (i) your click inputs submitted to us electronically through a screen or graphical interface that you receive from us or our Affiliates; (ii) your consent or approval expressed in an email, HTML document, web interface, mobile interface, or other graphical interface received by us; and (iii) any image that represents your signature, including your printed name displayed in standard or stylized format on an electronic document in PDF or other digital format. You agree that your electronic signature of these Terms will be deemed, and will have the same force and effect as your original, hand-written signature of these Terms.  

End of App Terms