General Terms of Sales for the Webshop

GENERAL TERMS OF SALE FOR THE WEBSHOP OF TECAN

1. TYPE OF STATEMENT

These general terms of sales (“Terms of Sale”) apply to the purchase, sale and delivery of Tecan instruments, Software (as defined in Section 4 below), pumps, spare parts, consumables, cartridges, reagents and other products, or any combination of the foregoing, identified on the attached invoice issued based on the customer’s orders in Tecan’s Webshop (all together hereinafter referred to as the “Products”) by either Tecan US, Inc., Tecan SP, Inc. or Tecan Genomics, Inc. The relevant seller is identified on the invoice (hereinafter “Tecan”). By clicking the acceptance box on the Webshop before initiating the payment process (checkout) the customer agrees to comply with and to be bound exclusively by these Terms of Sale. Any additional or deviating terms of the customer shall not be binding on Tecan.

2. PRICES AND DELIVERY
Tecan’s prices in the Webshop and invoices do not include VAT, local sales, use or other taxes, shipping costs, customs duty and insurance costs, which taxes, costs and duties are the responsibility of customer. Tecan arranges Product shipment and transportation insurance at its own discretion but at the costs of the customer. All Products are delivered to customer Ex-Works (Incoterms 2020) Tecan’s factory. Any delivery dates indicated in the Webshop and invoices are approximate and not binding on Tecan.

3. SOFTWARE LICENSE AND RESTRICTIONS
Subject to customer’s payment of the price identified on the invoice, Tecan hereby grants to customer a non-exclusive, non-transferable, non-sublicensable license to use the Tecan software set forth in the Webshop and invoice (the “Software“) and all related documentation provided by Tecan (the "Documentation," and referred to collectively with the Software as the "Software Products") solely for the purpose as identified in software documentation.
Customer shall not, and shall not allow any third party to: (a) reverse assemble, decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, or underlying ideas or algorithms of the Software; (b) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software Products for the benefit of any third party; or (c) copy, modify, incorporate into or with other software or create a derivative work of any part of the Software Products. Notwithstanding anything to the contrary in the foregoing, customer may make one (1) copy of the Software Products for back-up purposes only, provided that customer reproduces all copyright notices and other proprietary legends on such copy.
The Software and its underlying source code, including any updates, modifications and enhancements thereto, and any and all Documentation delivered by Tecan to customer shall at all times remain the sole and exclusive property of Tecan. Customer shall not have any interest in the Software, Documentation, or any part thereof, except for the limited license rights granted to customer hereunder.
Customer understands and agrees that Tecan considers the Software Products to be the proprietary and confidential information of Tecan. Customer agrees to maintain the Software Products in confidence, and except for the right of Customer to make a copy of the Software Products, Customer agrees not to disclose, duplicate or otherwise reproduce, directly or indirectly, the Software Products in whole or in part.

4. PASSING OF RISK
The risk of Product loss or destruction passes to the customer upon departure of the shipment from Tecan’s factory and/or other Tecan facility where such Product is stored. In case of delay of shipment due to circumstances for which the customer is accountable, the risk passes to the customer upon readiness of the Product for shipment.

5. PAYMENTS
Unless otherwise agreed, payments are due thirty (30) days after the date of the invoice. Upon expiration of this thirty day payment period, any unpaid amounts shall accrue interest in an amount equal to eight percent annually. Customer has no right to offsetting unless the customer’s claim was explicitly approved in writing by Tecan. Customer has no right to assign any claims to a third party without the prior written consent of Tecan.

6. RETENTION OF TITLE
Tecan keeps full title in all Products delivered to the customer as long as the customer has not fulfilled all of its payment obligations in connection with the delivery of the respective Products. Until customer has paid in full all amounts owed by customer to Tecan with respect to a Product, customer shall not sell, pledge, mortgage, grant security interest or otherwise dispose of any such Product. The customer authorizes Tecan to make registrations or filings with the competent authorities that might be necessary to effect such retention of title. As security for the prompt and complete payment, performance and observance of all of customer’s payment and other obligations hereunder (collectively, the “Secured Obligations”), customer hereby pledges, hypothecates, delivers, transfers and assigns to Tecan, and grants to Tecan, a security interest in and to all of customer’s right, title and interest in and to the Products, including the Software and Documentation, and all Proceeds (as defined in the North Carolina G.S. § 25-9-102), tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing.

7. TRACEABILITY
If the customer intends to resell, lease or otherwise dispose of or relocate any Products (other than Software Products which are non-transferable in accordance with Section 3) that are subject to medical device or similar regulations in any jurisdiction to any third party or any other business unit, he/she shall inform Tecan in writing about such intention at least four weeks prior to the actual execution of such transaction or action by indicating the serial number of the Products as well as the identity, location and scope of business of the respective receiver. This obligation shall not affect the customers' general right to dispose of the Products (other than Software Products which are non-transferable in accordance with Section 3) within the boundaries of applicable law. The customer shall at all time keep appropriate records ensuring traceability of each instruments purchased from Tecan and has to allow Tecan and any competent governmental authority access to such records upon request.

8. DISCLAIMER OF WARRANTIES AND LIABILITY & LIMITATION OF REMEDIES
TECAN WARRANTS FOR THE WARRANTY PERIOD DESCRIBED IN THE NEXT PARAGRAPH THAT THE PRODUCTS MEET THEIR WRITTEN SPECIFICATIONS, BUT MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN PARTICULAR, TECAN MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR ANY OTHER IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION. TECAN SHALL NOT BE LIABLE IF THE PRODUCTS OR PARTS OF THE PRODUCTS ARE USED TOGETHER WITH INSTRUMENTS OR SOFTWARE OTHER THAN THOSE DELIVERED BY TECAN. TECAN DOES NOT GUARANTEE THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE
WITH THE EXCEPTIONS BELOW, THE WARRANTY PERIOD IS 12 (TWELVE) MONTHS BEGINNING WITH THE DATE OF INVOICE. FOR CONSUMABLES OTHER THAN DISPOSABLE TIPS THE WARRANTY PERIOD ENDS ON THE EXPIRY DATE INDICATED ON THEIR PACKAGING, AND IF THE PACKAGING DOES NOT INDICATE AN EXPIRY DATE, THE WARRANTY PERIOD SHALL BE 90 (NINETY) DAYS FROM THE DATE OF INVOICE. FOR REAGENTS, THE WARRANTY PERIOD SHALL BE 6 (SIX) MONTHS FROM THE DATE OF INVOICE. THE CUSTOMER SHALL INSPECT THE PRODUCTS IMMEDIATELY AFTER RECEIPT FOR ALLEGED NON-CONFORMANCE WITH AGREED SPECIFICATIONS (HEREINAFTER, SUCH NON-CONFORMANCE REFERRED TO AS A “DEFECT”) AND SHALL NOTIFY TECAN IN WRITING OF ANY NON-LATENT DEFECTS WITHIN 10 (TEN) DAYS AFTER RECEIPT OF THE PRODUCTS. OTHERWISE, THE PRODUCTS ARE DEEMED TO BE ACCEPTED WITHOUT RESERVATION AND ANY CLAIMS OF THE CUSTOMER AGAINST TECAN ARE WAIVED, INCLUDING ANY CLAIM OF BREACH OF WARRANTY. THE CUSTOMER MUST NOTIFY TECAN IN WRITING OF ANY ALLEGED LATENT DEFECTS IMMEDIATELY AFTER THEIR DISCOVERY, BUT IN ANY EVENT WITHIN THE APPLICABLE WARRANTY PERIOD.
TECAN HAS THE CHOICE, AT ITS SOLE DISCRETION, TO EITHER REPAIR OR REPLACE ANY PRODUCT THAT HAS A DEFECT. IF SUCH REPAIR FAILS OR THE REPLACEMENT IS DEFECTIVE TOO, THE CUSTOMER HAS THE RIGHT TO EITHER CLAIM FOR A REASONABLE REDUCTION OF THE PURCHASE PRICE OR TO CANCEL THE PURCHASE CONTRACT AND TO RETURN THE PRODUCT(S) IN QUESTION. IN THE LATTER CASE, TECAN HAS NO OBLIGATION TO PAY ANY DAMAGES IN CONNECTION WITH THE DEFECTS, OTHER THAN THE PURCHASE PRICE. HOWEVER, IN CASE OF DEFECTS THAT ARE NOT MATERIAL, THE CUSTOMER DOES NOT HAVE THE RIGHT TO THE CANCELLATION OF THE PURCHASE CONTRACT. CLAIMS THAT ARE DUE TO ORDINARY ABRASION, IMPROPER USE, MODIFICATIONS OF THE PRODUCTS OR ALIKE ARE EXCLUDED. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY AND ALL WARRANTIES AND REPRESENTATIONS HEREUNDER WITH RESPECT TO A PRODUCT SHALL BE NULL AND VOID IN THEIR ENTIRETY IN THE EVENT ANY SUCH PRODUCT IS SERVICED, MAINTAINED, REPAIRED, ADJUSTED OR MODIFIED IN ANY MANNER OTHER THAN AS SET FORTH IN THE APPLICABLE PRODUCT MANUAL.

9. LIMITATION OF LIABILITY
IN ALL CIRCUMSTANCES THE EXTENT OF TECAN’S LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCT(S) IN QUESTION. IN NO EVENT SHALL TECAN BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS.

10. INTENDED USE AND CUSTOMER’S LIABILITY
To the extent required by applicable medical devices law or similar law governing the use of the Products, the Products shall only be used consistent with the purpose, specifications, and fields of application as defined in the product description issued by Tecan (“Intended Use”), and shall not be modified or combined with other items in a way not compliant with their Intended Use. The Intended Use also includes a designation of a Product as a single-use device or product, or a research-use-only product, or general laboratory equipment. Tecan shall not be liable for and does not warrant legal or regulatory compliance for Products operated and/or modified and/or combined with other items beyond their Intended Use. In any event, Tecan’s Products are only components and Tecan cannot assume any responsibility or accept liability when the customer or end user uses the Product as a component of an integrated system for a specific application. It is the customer’s or user’s sole responsible to comply with regulatory guidelines to include maintaining records and performing required validations.
If the customer operates and/or modifies the Products and/or combines them with other items beyond their Intended Use, the customer shall indemnify and hold Tecan harmless from any third parties’ claims, including actions taken by public bodies, to the extent such claims or actions arise in connection with customer’s operations, modifications, or combinations of the Products beyond their Intended Use. This also applies in case of a resale of Products modified or combined with other items beyond their Intended Use by the customer to third parties.

11. REGULATORY COMPLIANCE OF THE CUSTOMER AND NOTIFICATION OF COMPLAINTS
The customer undertakes to only use, service and maintain the Products in full compliance with all applicable laws and regulatory requirements and any instruction given in Tecan’s instructions accompanying the Products (i.e. product manuals, data sheets, instructions for use etc.). The customer shall be responsible for complying with all applicable laws and regulations including, but not limited to, any applicable reporting and record-keeping requirements. The customer shall notify Tecan within a reasonable period of time of any com-plaints involving the Products and shall cooperate with Tecan in the investigation of complaints and the execution of field actions. The customer shall ensure maintenance of the Products by qualified personnel only. Upon request of Tecan, the customer shall provide Tecan with all relevant service documentation. If the customer fails to ensure legal or regulatory compliance with respect to the use, service and maintenance of the Products, or does not ensure that Products are maintained by qualified personnel, the customer shall indemnify and hold Tecan harmless from damages, losses, claims and expenses to the extent such damages, losses, claims and expenses arise in connection with the customer’s failure to ensure legal or regulatory compliance or the customer’s failure to ensure that Products are maintained by qualified personnel.

12. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights to the Products shall remain the sole ownership of Tecan. “Intellectual Property Rights” mean copyrights, designs, pattern, patents, trade secrets, know-how, inventions, improvements, software, algorithms, computer codes, production documents, manufacturing processes, trademarks, logos, trade names or other intellectual property rights, whether patentable or otherwise subject-matter of protection or not. Tecan grants Customer a non-exclusive, royalty-free, non-transferable and non-sublicensable license under Tecan’s Intellectual Property Rights to use and distribute the Products in accordance with these Terms of Sale.
For reagents the following additional terms apply: Customer hereby grants to Tecan a non-exclusive, worldwide, fully sublicensable, fully paid-up, royalty-free, irrevocable, perpetual license to all Product Improvement Inventions. Customer need not disclose any Product Improvement Inventions to Tecan except as may be reasonably required to comply with the foregoing license. For purposes of this paragraph, “Product Improvement Inventions” shall mean any invention conceived or reduced to practice by or on behalf of Customer using reagent Products that relate to (a) designing, manufacturing, composition of matter, use or packaging of such Products, (b) manual or automated assay technologies that may be used in connection with such Products, or (c) software analysis techniques relating to the extraction or storage of data generated using such Products. Product Improvement Inventions shall not include data generated using reagent Products, or discovery derived therefrom, except as expressly set forth above.

13. PLACE OF JURISDICTION AND APPLICABLE LAW
If Tecan US, Inc. is the seller:
Any dispute or any claims arising out of these Terms of Sale, the associated quote or any other contractual arrangement between the parties referring to these Terms of Sale (“Agreement”) shall be exclusively brought before and decided by the U.S. District Court for the Eastern District of North Carolina, or such other jurisdiction as the parties may mutually agree upon. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina (excluding the choice of law rules thereof). The Vienna Convention on Contracts for the International Sales of Goods is excluded.
If Tecan SP, Inc. or Tecan Genomics, Inc. is the seller:
Any dispute or any claims arising out of this Agreement shall be exclusively brought before and decided by the state courts for the county of Santa Clara, California, U.S.A., or the US Federal Court for the District of Northern California, U.S.A., without restricting any right of appeal. This Agreement shall be governed by and construed in accordance with the laws of the State of California (excluding the choice of law rules thereof). The Vienna Convention on Contracts for the International Sales of Goods is excluded.

14. MISCELLANEOUS
Should any provision of this Agreement be or become invalid, the other provisions shall not be affected and the parties shall use their reasonable endeavours to reach agreement to have the invalid provision replaced by a valid arrangement which comes as close as possible to the purpose of the invalid provision and to the intention of the parties related to such provision. This Agreement constitutes the entire agreement between and understanding of the parties, and supersede all prior agreements or understandings, whether written or oral, with respect to this subject matter. Except as expressly stated herein, no terms, conditions, or warranties, other than those written in these Terms of Sale, and no amendments or modifications of these Terms of Sale will be binding on the parties unless in writing and signed by Tecan and Customer.
GTS for US Webshop version 2.0, 2021-03-24

INTROSPECT – TERMS OF SERVICE

These Terms of Service (“Agreement“) between you (“Customer” or “you”) and the Tecan legal entity referenced in your Order (“Tecan” or “we”), (the “Agreement”), govern your Customer’s access to and use both the Introspect Service. By accessing or using the Introspect Service in any manner, you agree to this Agreement.

The Introspect Service is a usage analysis and reporting software and provides insightful analytics on instrument and consumables usage. Dashboards of current and historical runs as well as Live Data are accessible online via a web browser.

Unless explicitly indicated otherwise, the following provisions apply to the Introspect Service. This will be referred to as the “Service”.

1. OUR RESPONSIBILITIES

1.1. Introspect Service Subscriptions. Subject to Customer’s compliance with this Agreement, Tecan will make the Introspect Service available to the Customer during the Subscription Term. Tecan will provide Support for the applicable Service to the Customer during the Subscription Term. During the Subscription Term and any subsequent renewal periods, Tecan will use commercially reasonable efforts to make the Service available according to Tecan’s Service Level (i.e. Availability of the Introspect Service of 99% per calendar year with a Maximum Downtime of not more than 4 hours), and subject to planned downtime and any unscheduled emergency maintenance according to Tecan’s Maintenance Policy referenced therein.

1.2. Security and Protection of Usage Data. Tecan will maintain a security program for the Service that is designed to (i) ensure the security and integrity of Data within the Service; (ii) protect against threats or hazards to the security or integrity of Data within the Service; and (iii) prevent unauthorized access to Data within the Service. As part of this program, Tecan will maintain the administrative, physical and technical safeguards to protect the security of the Data (“Security Audit”). Tecan’s security safeguards include, without limitation, measures for preventing access, use, modification or disclosure of Data by Tecan personnel except (a) to provide the Service and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.2 (Compelled Disclosure) below, (c) by designated and authorized staff for the sole purpose of analyzing Data or (d) as Customer expressly permits in writing. In no event during a Subscription Term shall

Tecan materially diminish the protections provided by the controls set forth in the Security Audit.

2. CUSTOMER USE OF THE SERVICE
2.1. Access and Use. Customer may only access and use the Service, in accordance with the terms of the Agreement and Application Software Manual. Customer agrees to provide accurate and complete information when Customer registers for and uses any Service and agrees to update all required information promptly. Each person who uses any Service must have a separate username and password. Customer must provide a valid email address for each person that Customer authorizes to use Customer’s account, and Customer may only create one account per email address. Customer must provide any other information reasonably requested by Tecan.

2.2. Transmission of Data. Customer is responsible for obtaining and maintaining all telecommunications, broadband and computer equipment and Service needed to access and use the Service and for paying all charges related thereto. Customer is the owner and/or controller of all Data that Customer transmits to the Service. Without limiting Tecan’s security obligations under Section 1.2 above, Customer is responsible for the security of Data when transmitted to and from the Service.

2.3. Customer Responsibility for Users and Data. Customer is solely responsible for: (a) Users’ compliance with the Agreement, (b) protection and security of Usage Data before they enter and after they leave the Introspect Service, (c) taking steps to maintain appropriate security, protection, and backups of Usage Data, and (d) routine archiving of Usage Data. Customer is responsible for securing, protecting and maintaining the confidentiality of Customer’s account username, passwords and access tokens. Neither Customer nor its Users will share Customer passwords or access codes. Customer is responsible for any access and use of the Service via Customer’s or its Users’ accounts and for all activity that occurs in connection with Customer’s or its Users’ accounts, regardless of whether the activities were undertaken by Customer, a User or a third party. TECAN WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM CUSTOMER’S FAILURE TO MAINTAIN THE SECURITY OF CUSTOMER’S ACCOUNT AND PASSWORD OR FOR UNAUTHORIZED ACCESS TO CUSTOMER’S ACCOUNT. Customer agrees to notify Tecan immediately if Customer believes that an unauthorized third party may be using Customer’s account or if Customer’s account information is lost or stolen. Unless specifically identified in an Order that Customer is purchasing the Service for HIPAA, Customer agrees to not transmit or store within the Service any protected health data, as defined in the Health

Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended and supplemented by the Health Information Technology for Economic and Clinical Health Act, including the HIPAA omnibus final rule.

2.4. Operational Metrics. From time to time, Tecan may collect and process technical and related information about Customer’s use of the Service (which may include, without limitation, ingest volume, search concurrency, number of unique user logins, Internet protocol address, page views, session duration and other similar data) and certain aggregated, anonymized data about the Service environment, performance, configuration and usage and use such information to support and troubleshoot issues, provide updates, invoice, analyze trends and improve the Service.

3. PAYMENTS

3.1. Fees and Taxes. Customer agrees to pay all fees and charges specified in the Orders. Subscription fees to the Service are non-cancellable and non-refundable. Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower. Charges must be paid in advance, either annually or in accordance with any different billing period stated in the Order. All payments are due and payable either within 30 days from the date of Tecan’s invoice or such other period, if any, stated in the Order. All fees and charges quoted are exclusive of applicable taxes and duties, including any applicable sales and use tax. Customer is responsible for paying any taxes assessed based on Customer’s purchases under the Agreement.

3.2. Credit Card Payments. If Customer is permitted to pay by credit card, Customer: (i) will provide Tecan with valid credit card information, (ii) hereby authorizes Tecan to charge such credit card for all items listed in the Order for the initial Subscription Term, and any renewal term(s). Such charges must be paid in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. Customer is responsible for providing complete and accurate billing and contact information and notifying Tecan in a timely manner of any changes to such information.

3.3. Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written statements made by Tecan regarding future functionality or features of the Service.

4. PROPRIETARY RIGHTS AND LICENSES

4.1. Tecan Ownership; Suggestions. As between Customer and Tecan, Tecan shall not transfer any right, title, and interest in and to the Service including intellectual property rights vested therein other than the right to use those Service as expressly set forth herein. Customer grants to Tecan a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner Tecan deems fit any Suggestions that Customer provides to Tecan.

4.2. Access right to the Service. Subject to Customer’s continued compliance with this Agreement, including timely payment of the fees set forth in the applicable Order, Tecan grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferrable right to do the following solely during the Subscription Term:

4.2.1. Access and use the Service listed on the Order for Customer’s internal business purposes, which does not include the provision of Service for the benefit of third parties.

4.2.2. Access Right Restrictions. The grant of rights to Customer in this Section 4.2 is subject to the following restrictions and limitations: Customer may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Service, or any software, documentation or data related to the Service, (b) modify, translate or create derivative works based on the Service, (c) use the Service for timesharing or service bureau purposes, or for any purpose other than its own internal purposes; or (d) use the Service, other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).

5. USAGE DATA

5.1. Ownership. By submitting or posting Data on the Service, Customer is representing that Customer is the owner of such materials and/or has the necessary rights, licenses, and authorization to post it on the Service.

5.2. Access to and use of Data. By submitting or posting Data on areas of the Service, Customer grants Tecan a worldwide, royalty free, non-exclusive license to access and use such Content on the Service for purposes consistent with this Agreement.

5.3. Apart from providing the Service to you, we will also use the Data on our own behalf in order to analyze the performance and usage of the Tecan instruments that are out in the field. For this purpose we will only analyze Data and no Personal Data. By gaining a better understanding of the performance and usage of our instruments, we will be able to improve our product- and service offerings. We consider this a legitimate interest of us as a company, but also in the interest of you as a customer.

6. TERM AND TERMINATION

6.1. Term and Renewal. This Agreement shall expire upon the expiration or termination of Customer’s account or subscription to the Service. Unless indicated otherwise in the Order, the Subscription Term for the Service and the Agreement will automatically renew for: an additional period of time equal to the length of the initial Subscription Term, unless one party notifies the other of its intent not to renew at least one (1) day in advance of the expiration of the Subscription Term or then-current renewal period.

6.2. Termination for Cause. A party may terminate this Agreement for cause if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within 30 days from the date of notice.

6.3. Termination for Convenience. Tecan may terminate this Agreement at its discretion giving one (1) month prior notice. In such event Tecan’s reimbursement pursuant to Section 6.6 shall be Customer’s sole remedy hereunder.

6.4. Effect of Termination. Upon de-activation of the Service, expiration or termination of Customer’s account or subscription thereto:

6.4.1. All Customer rights under this Agreement relating to the Service will immediately terminate;

6.4.2. Customer will lose all access to the applicable Service, including access to Customer’s account and Data;

6.5. Return of Usage Data. Upon request by Customer made before the effective date of termination of a Service subscription, Tecan may assist Customer with the transition of Usage Data for a mutually agreed upon fee. Thirty-one (31) days following expiration or termination of Customer’s account or subscription for a Service, Tecan will have no obligation to maintain or provide any of Usage Data relating to such Service, and Customer hereby authorizes Tecan thereafter to delete all Usage Data relating to such Service that is in its possession or under its control, unless Tecan is otherwise legally prohibited from doing so.

6.6. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 6.2 (Termination for Cause), or Section 6.3 (Termination for Convenience) Tecan will refund Customer any prepaid Subscription fees covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by Tecan in accordance with Section 6.2, Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Tecan for the period prior to the effective date of termination.

7. CONFIDENTIALITY

7.1. Confidential Information. Unless otherwise provided in writing, the Receiving Party agrees to: (i) protect the Disclosing Party’s Confidential Information using the same degree of care (but in no event less than reasonable care) that it uses to protect its own confidential information; (ii) limit use of Disclosing Party’s Confidential Information for purposes consistent with this Agreement, and (iii) limit access to Disclosing Party’s Confidential Information to its employees, contractors and agents or those of its Affiliates who have a bona fide need to access such Confidential Information for purposes consistent with this Agreement and who are subject to confidentiality obligations no less stringent than those herein.

7.2. Compelled Disclosure of Confidential Information. Notwithstanding the foregoing terms of Section 7.1, the Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

8. Warranties and DISCLAIMER OF WARRANTIES

8.1. Tecan’s Warranties. Tecan warrants that during an applicable Subscription Term (a) Tecan will not materially decrease the overall functionality of the Service, or (b) the Service will perform materially in accordance with the applicable Documentation. For any breach of a warranty above, Customer’s sole and exclusive remedies are those described in the Termination and Refund of Payment upon Termination sections above.

8.2. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN 8.1 ABOVE, THE SERVICE ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, TECAN DISCLAIMS ALL STATUTORY OR

IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SERVICE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH A LAW APPLIES TO CUSTOMER, SOME OR ALL OF THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL THE AGGREGAGE LIABILITY OF TECAN TOGETHER WITH ANY OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR SERVICE GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
IN NO EVENT WILL TECAN OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF TECAN OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF TECAN OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. TO THE EXTENT SUCH A LAW APPLIES TO CUSTOMER, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

10. GENERAL TERMS

10.1. Independent Contractors; No Third Party Beneficiaries. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no other third-party beneficiaries of this Agreement. Customer represents that it has the authority to bind itself and its Affiliates to the terms and conditions herein.

10.2. Amendment; Severability. This Agreement may only be amended by a written amendment signed by both parties, unless otherwise provided herein (In particular this provision shall not preclude Tecan to unilaterally update Documentation. Documentation updates become effective upon their communication to Customer). If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, invalid or unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives and intent of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the remainder of the Agreement will remain in full force and effect.

10.3. Assignment. Customer may not assign, delegate or sublicense any of Customer’s rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Tecan.

10.4. No waiver. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision or of any other right or provision. All waivers must be in a signed writing to be effective.

10.5. Force Majeure. Tecan and its Affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Tecan’s or its Affiliates’, officers’, directors’, employees’, agents’, partners’, or licensors’ reasonable control, including, without limitation, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

10.6. Entire Agreement. This Agreement, which incorporates the Tecan Privacy Policy at www.tecan.com, the Processing Agreement, the Tecan Service Levels, the Documentation and the Order, as well as the terms and documents referred to in each, constitutes the entire agreement between Customer and Tecan and supersedes any prior agreements between Customer and Tecan concerning the Service, the Tecan Software, and/or Tecan Content (including, but not limited to, any prior versions of the Agreement) or any preprinted terms on a Customer’s Order. This Agreement does not amend any other separate agreement Customer may have with Tecan for other software products or Service that are not Service.

10.7. Notices to Customer and Consent to Electronic Communications. Customer consents to receiving electronic communications and notifications from Tecan in connection with Customer’s use of the Service and the Agreement. Customer agrees that any such communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Tecan may provide Customer with notices regarding the Service, including changes to this Agreement, by email to the email address of Customer’s administrator (and/or other alternate email address associated with Customer Account if provided), or by regular mail. Notices that are provided by email will be effective when Tecan sends the email. It is Customer responsibility to keep Customer email address current. Customer will be deemed to have received any email sent to the email address then associated with Customer’s account when Tecan sends the email, whether or not Customer actually receives the email. In the event Customer does not wish to accept any material change to the Service or to this Agreement, Customer shall have the right, as its sole remedy, to terminate this Agreement within thirty (30) days of Tecan’s notice of such change, and, if Customer exercises such termination right, Tecan shall provide a pro rata refund to Customer equal to the amount fees pre-paid by Customer for the Service that corresponds to the period after the date of such termination for the Term.

10.8. Survival. Sections which expressly or by their nature extend beyond the term of this Agreement will survive the termination or expiration of the Agreement, including but not limited to: Sections 7 (Confidentiality), 8.2 (Warranty Disclaimer), 2.3 and 9 (Limitation of Liability) and 11 (Governing Law and Jurisdiction).

11. Governing Law and Jurisdiction

11.1. Governing Law; Venue. For Customers domiciled in the United States, Canada, Mexico, or a country in Central or South America or the Caribbean (the “Americas”), this Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, as if performed wholly within the state and without giving effect to the principles of conflict of law. For such Customers, any legal action or proceeding arising under this Agreement will be brought exclusively before the U.S. District Court for the Eastern District of North Carolina. Tecan may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of intellectual property or other proprietary rights of Tecan, its Affiliates, or any third party.

11.2. For Customers domiciled in Europe, this Agreement will be governed by the laws of Switzerland. For such Customers, any legal action or proceeding arising under this Agreement shall be referred to and finally resolved exclusively by the competent court in the Canton of Zürich, Switzerland.

11.3. Neither the Uniform Computer Information Transactions Act (“UCITA”), nor the United Nations Convention for the International Sale of Goods will apply to this Agreement.

DEFINED TERMS:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

• “Application Software Manual” means the software manual that pertains to the Introspect Service.

• “Confidential Information” means all non-public information disclosed by a party ("Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as “confidential” or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Customer Confidential Information includes Usage Data. Tecan Confidential Information will include: (i) nonpublic information relating to Tecan or its Affiliates’ or business partners’ products or Service (including a Beta Service), technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Tecan is obligated to keep confidential; and (iii) the nature, content and existence of any discussions or negotiations between Customer and Tecan or its Affiliates. Notwithstanding the foregoing, “Confidential Information” does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

• “Data” refers to both “Live Data” and “Usage Data”.

• “Live Data” means real time data showing the status of Instruments as well as the progress of sequences performed on those Instruments.

• “Usage Data” means Customer Applications, and any information, data, or materials that Customer transmits, or that is transmitted by a third party on Customer’s behalf, into a Service.

• “Documentation” means the Application Software Manual, online user guides, documentation and help and training materials accessible through the applicable Service, as may be updated by Tecan from time to time.

• “Effective Date” means the date an Introspect Service commences as listed on the Order or the day Customer installed and first used the Service.

• “Introspect Service” means any of the hosted Service provided and maintained by Tecan for online searching, monitoring and analyzing of machine-generated data, including the associated API’s, the Tecan Software, and the Tecan Content (including, as applicable, Beta Service ). The Service do not include Usage Data, or any Third Party Content, even if made available to Customer by Tecan in connection with the Introspect Service.

• “Order” means a Customer purchase order or any equivalent ordering document in electronic or hard copy form, that Tecan has accepted and confirmed (including by confirmation email), specifying the Service to be provided hereunder for the duration of the Subscription Term. Orders do not include the terms of any preprinted or other terms that are additional or inconsistent with the terms of the Agreement.

• “Processing Agreement” means the Processing Agreement, distributed with this document and entered into between Tecan and Customer where required pursuant to applicable data protection laws.

• “Service” refers to the “Introspect Service”.

• “Subscription Term” means the duration of Customer’s subscription to the applicable Service(s) under the Agreement that begins on the Effective Date and ends on the date listed on the applicable Order.

• “Suggestion” means any suggested improvement or enhancement and any other recommendation or other feedback with respect to the Service, that Customer provides to Tecan.

• “Support” means the support through Tecan’s Helpdesk available at: http://www.tecan.com/support.

• “Tecan Content” means the information, data, technology and materials that Tecan makes available at its discretion in connection with the Introspect Service , including Documentation, Tecan Content does not include Tecan Software.

• “Tecan Software” means a specific and unique instance of the Tecan software product that is made available to Customer as a Service or a part thereof, and includes any new releases or maintenance and support updates to such software as Tecan makes generally commercially available during the Subscription Term.

• “Third Party Content” means information, data, technology or materials made available to Customer by any third party that Customer licenses and adds to a Service or directs Tecan to install in connection with a Service. Third Party Content includes but is not limited to web-based or offline software applications, data service or content that are provided by third parties that interoperate with the Tecan Software or a Service.

• "User" or “You” means “Customer” and an individual whom Customer authorizes to use the Service and whom Customer (or Tecan, at Customer request) have supplied a user identification and password. Users may, for example, include Customer employees, consultants, contractors and agents.

INTROSPECT™ SOFTWARE – DATA PRIVACY STATEMENT

1. BACKGROUND

1.1. Tecan (hereafter referred to as “We”) is a leading global provider of laboratory instruments and solutions in biopharmaceuticals, forensics and clinical diagnostics. We specialize in the development, production and distribution of automated workflow solutions for laboratories in the life sciences sector.

1.2. With our new Introspect Software service (“Introspect”), we want to offer you an innovative tool allowing you to monitor the usage data (“Usage Data”) of the Tecan instrument(s) in your laboratory from the location you happen to be through the terminal device through the web browser you choose to use.

1.3. You may have questions as how Introspect relates to the General Data Protection Regulation (“GDPR”) that came into force on May 25th, 2018. This Data Privacy Statement envisages to provide you with answers to the most imminent questions you may have in this respect.

2. QUESTIONS, COMPLAINTS

2.1. In the event that these FAQs have not answered all of your questions, please feel free to contact your local help desk who can provide you with additional information. (see www.tecan.com/support).

2.2. In the event you feel that Introspect may affect or have affected your data subject rights under the GDPR, please do not hesitate to address your concerns or rights to dpo@tecan.com and/or through the data subject request questionnaire referenced at the end of these FAQs [What do we do to be GDPR Compliant?]

3. WHICH DATA ARE PROCESSED THROUGH INTROSPECT?

3.1. When looking at the data which are processed through Introspect from a data protection angle, a distinction should be made between Usage Data and Personal Data. In those FAQs both types of data are jointly referred to as “Data”.

3.2. Specifically the following Usage Data is stored by Introspect: Start- and end run times, script methods and naming thereof, the name of the run, labware usage (labware type and count), tips usage (tips type and count), errors per module, software and hardware configuration of the instrument, usage data of modules and devices, service reports and the name of the operator of the instrument. For clarity only the name of the operator of the instrument would qualify as Personal Data.

3.3. Actually, only few personal data will be processed through Introspect. Those personal data relate to operators that log on to the Tecan instruments that are accessed and monitored through Introspect and users which log on to Introspect itself. These personal data solely consist of user name(s) and log-in details as well as the methods which the operator runs (“Personal Data”). The processing of these Personal Data is technically necessary for accessing Introspect and monitoring the Usage Data . Introspect is neither intended nor suitable for surveilling the operators of the instruments.

3.4. Introspect does not handle any patient or clinical data. Consequently, no personal data relating to patients or other data subjects to whom the tests and test results relate (“Personal Test Data”) will be accessed or otherwise processed.

3.5. In order to safeguard the integrity of the Personal Data which are processed through Introspect (i.e. the name of the operator, the name of the method and the name of the run), an “Obfuscation” functionality has been designed. This functionality allows for the pseudonymisation of the Personal Data which are necessary to access the Tecan instruments that will be connected with Introspect. The Obfuscation functionality is based on the Secure Hash Algorithm 3 (SHA-3) technology and is activated “by default”.

4. HOW ARE DATA PROCESSED THROUGH INTROSPECT?

4.1. Below diagram shows how data are processed from the relevant Tecan instrument(s) to your terminal device(s) through Introspect.

5. WHERE DOES INTROSPECT STORE THE DATA AND WHO CAN ACCESS THEM?

5.1. As follows from above Diagram, Usage Data and Personal Data are stored on the servers of the Microsoft Corporation in Europe and Switzerland which we manage.

5.2. Our partner EPAM (“EPAM”) supports us with managing the Introspect platform. In this context EPAM can access Usage- and Personal Data, but will only do so for the purpose of providing technical support to the Introspect platform and in line with our instructions as set forth in our processing agreement with EPAM.

5.3. Within your organization, only you and other users that have authorized access to your Introspect account. Technical safeguards ensure that other Introspect customers cannot have unauthorized access to your Introspect account.

5.4. Within our organization, only certain designated and authorized Tecan employees have access to Usage Data and Personal Data processed through Introspect. Such designation and authorization happens through Tecan’s internal processes.

6. WHAT DO WE DO IN ORDER TO ENSURE THE INTEGRITY AND SECURITY OF THE DATA?

6.1. We have taken due care in exploring and selecting technologies that safeguard a high level of reliability and protection of the Data which are processed through Introspect.

6.2. Equally, we have carefully selected our partners EPAM and Microsoft that support us with offering Introspect to you. We have entered into processing agreements with both EPAM and Microsoft with the aim of ensuring that they perform their activities as sub-processors with respect to Introspect in a GDPR compliant manner.

6.3. An important principle we apply in order to safeguard the integrity and security of Data is Data Minimization (meaning that Introspect only collects and processes those Data which are strictly necessary to achieve its purposes). In this respect, it is important to point out Introspect contains a “Parser”. The Parser acts as a filter which ensures that no Test Data including Personal Test Data enter Introspect.

6.4. For more information, Tecan has prepared an “IT Considerations White Paper”, which is available on request from Tecan.

7. FOR WHICH PURPOSES AND ON WHICH LEGAL BASES DO WE USE THE DATA?

7.1. Foremost, we will process the Data on your behalf in order to enable you to use Introspect. We will only do so in accordance with your instruction as set forth in the Introspect Terms of Service and related Processing Agreement you have entered into with us for the use of Introspect.

7.2. We will also use the Data on our own behalf in order to analyze the performance and usage of the Tecan instruments that are out in the field. For this purpose we will only analyze Usage Data and no Personal Data. By gaining a better understanding of the performance and usage of our instruments, we will be able to improve our product- and service offerings. We consider this a legitimate interest of us as a company, but also in the interest of you as a customer.

8. WHAT DO WE DO TO BE GDPR COMPLIANT AND HOW CAN WE EMPOWER YOU TO BE GDPR COMPLIANT?

8.1. We very much value data protection at Tecan and strive for the highest possible level of compliance. For this reason, we have taken the measures mentioned in these FAQs and are committed to abide by the conditions agreed in abovementioned Processing Agreement between your organization (in its capacity of Controller) and us in our capacity of Processor.

8.2. In addition, we have set up a Data Protection governance structure (“Central Privacy Team”) consisting of a Data Protection Officers and members with expertise in the fields of IT, Quality& Regulatory, R&D and Legal. The Central Privacy Team closely follows technological and legislative developments in order to be up-to-data and to anticipate new requirements in the field of data security and data protection.

8.3. More information about the principles according to which we process personal data on our own behalf as well as the data subject request form can be found at:
https://www.tecan.com/terms-of-use-privacy-and-cookies-policy.