CONNECTOGEN LLC

TERMS OF SERVICE

Last Updated: September 19, 2025

These Terms of Service (including all of our other terms and policies referenced herein, these "Terms") constitute a legal agreement between Connectogen LLC ("Connectogen", "we", "us", or "our") and you, regardless of your corporate form or if you are an individual, and it governs your use of, access to, and dealings with us on or via Connectogen's user interface, located at https://connectogen.com and as available from time to time for download, as an application, on Apple's App Store or Google Play (the "Platform"), which provides a comprehensive suite of integrated tools and services designed to facilitate connections between Users (as defined below) in academia and organizations to host, staff, and track progress of research and other projects and to provide certain other related services and resources, pursuant to either an active Free Plan, Premium Plan, Network Plan, or any other Subscription Plan (each as defined below) that we may offer from time to time (collectively, the "Services"). For the purposes of these Terms, the terms "you", "your", "yourself" and "User" mean you as the user of, and subscriber to, the Services. Throughout these Terms, you and Connectogen may each be referred to, individually, as a "Party", or, collectively, as the "Parties".

BY SUBSCRIBING TO, REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SERVICES OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE TERMS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE TERMS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THESE TERMS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THESE TERMS; (D) YOU ARE AGREEING THAT THESE TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO THE SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE TERMS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING. FOR THE AVOIDANCE OF DOUBT, THESE TERMS ARE APPLICABLE TO YOU REGARDLESS OF THE TYPE OF SUBSCRIPTION PLAN (AS DEFINED BELOW) SELECTED, AS INDICATED ON THE ORDER PAGE (AS DEFINED BELOW).

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A "LEGAL ENTITY") THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS, AND REFERENCES TO "YOU" AND "YOUR" IN THESE TERMS WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.

Your access to and use of our Services are also subject to our Privacy Policy, the terms of which can be found directly on our Services and are incorporated herein by reference. By using the Services, you consent to the terms of the Privacy Policy.

IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO THEM, DO NOT CLICK THE "ACCEPT" BUTTON OR CHECK ANY BOX TO ACCEPT THESE TERMS, AND YOU MUST NOT ACCESS, OR USE THE SERVICES. YOU AGREE AND ACKNOWLEDGE THAT ACCESSING OR USING ANY PORTION OF THE SERVICES IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY.

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND CONNECTOGEN AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND CONNECTOGEN WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Changes to these Terms

We may unilaterally amend any part of these Terms at any time by posting amended terms on our Services, and you acknowledge that each time you use any of the Services, you agree to the current version of these Terms. Any modifications/changes to the Terms become effective as of the "Last Updated" date above. We may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the "Last Updated" date at the top of these Terms. By clicking on an "I Agree" button or checkbox presented with the modified Terms, or by continuing to access or use of the Services, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services

2. Connectogen Services Overview

Connectogen provides Users, via its Platform, with certain access to and use of its network and project facilitation and analytics tools and services via the currently available offerings listed below which are designed to connect Users in academia and organizations to research and other projects and opportunities ("Projects") that are posted on the Platform by Users looking to staff their Projects. Specifically, the Platform enables Users to post Projects they need staffed, message other Users about Projects, track Project progress, participate in mentorship programs, and access academic and professional resources. Connectogen offers its Platform Services to Users on a subscription basis (each, a "Subscription Plan") as follows, subject to any use or access limitations set forth herein or via the Services:

3. Your Account

3.1 Account Activation

To access and use the Services, you must register and establish an account (an "Account"). To register for an Account, you must (a) complete the Account registration form, providing true, accurate, current, and complete information in the form requested by us (collectively, "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Although we are not responsible for verifying Registration Data, if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, or incomplete, we may suspend or terminate your Account and prohibit you from accessing or using the Services.

3.2 Account Eligibility. By using the Services, you represent that you are either (i) eighteen (18) years of age or older, or, (ii) if between the ages of thirteen(13) and seventeen (17) that you have the express permission of your parent or legal guardian to use the Services. In any such case, you may be required to provide proof of such express permission, and, if you do not provide the same, then, you may not continue to use the Services, and your access to the Services may be terminated. Additionally, we must not have previously disabled your account for a violation of law or any of our policies. By using the Services, you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations. If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these Terms.

3.3 Account Responsibility

You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party's unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability. Accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Sharing your Account or password as well as the use of another's Account or password is strictly prohibited.

3.4 Account Permissions

Your Account permissions and the features available to you through your Account are based on the Subscription Plan applied to your Account that provides the most advanced functionalities and features. By way of illustration, if you are a Free Plan User who is an Engaged Participant of a Network Plan that allows access to more advanced functionalities and features than a Free Plan, you will have all the advanced functionalities and features offered under such Network Plan, pursuant to an applicable MSA; or if you are a Premium Plan User who is an Engaged Participant in a Network Plan that does not allow access to any advanced functionalities and features, you will retain access to advanced functionalities and features of the Premium Plan.

3.5 Disabling Accounts

We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

4. Services

4.1 License to the Services; Platform Access

Subject to the terms and conditions of these Terms, and based on your selected Subscription Plan and solely for the duration which you maintain such active Subscription Plan, we grant to you a non-exclusive, non-transferable, non-assignable, worldwide, limited right to access and use the Services, as such Services may be modified, revised, and updated in accordance with these Terms. As such, for the duration which you maintain an active Subscription Plan, and subject to the terms and conditions of these Terms, Connectogen will provide you with remote access to the Platform.

4.2 Maintenance

You acknowledge that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new tools. In most instances, our infrastructure is designed to support updates by our engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to materially impact your use of the Services, we will have no obligation to provide notice to you regarding such maintenance activities. We will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.

4.3 Modifications to Services

We may update, add, modify, or discontinue any aspect, feature, functionality or any other tool, within the Services, at our own discretion and without further notice; however, if we make any material adverse change to the Services, including to the core functionality of the Platform, then we will notify you by posting/sending an announcement via the Services or by sending you an email. You expressly acknowledge and understand that the Services may occasionally be unavailable due to upgrades, modifications, maintenance, or other work required or necessary, as determined by Connectogen in its sole and absolute discretion, with respect to Services' functionality. You further expressly acknowledge and understand that access to the Services may be delayed or slowed due to Internet traffic and other issues beyond Connectogen's reasonable control.

4.4 Beta Features

We may, at our sole discretion, make certain features and/or services available to the you on a test basis which will be clearly designated as beta, pilot, limited release, non-production or by similar description ("Beta Feature"). Notwithstanding anything to the contrary in the Terms, you acknowledge and agree that a Beta Feature is provided on an "as is" and "as available" basis without any liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. We do not guarantee that future versions of a Beta Feature will be released or that if such Beta Feature is made generally available, it will be substantially similar to the current Beta Feature. We may terminate your right to use any Beta Feature at any time for any reason.

4.5 Technical Requirements

You shall be solely responsible for the hardware and related electronic equipment, software, and internet access to be able to access and use the Services, including, but not limited to, the Platform. Connectogen neither represents nor warrants that the Services will be accessible through all browser releases or all versions of tablets, smartphones, or other computing devices.

4.6 Artificial Intelligence Disclaimer

Connectogen does not guarantee accuracy, completeness, reliability, legality, or usefulness of any outputs generated by the AI and machine learning functionalities and services integrated within the Platform (the "AI Functionalities"). Given the probabilistic nature of AI, use of our AI Functionalities may in some situations result in inaccurate or biased outputs that do not accurately reflect a User's instructions. Users shall review and verify the accuracy of any outputs before using or sharing it and shall not rely on Connectogen to do so. Connectogen does not review and screen the AI Functionalities outputs for compliance with intellectual property laws, privacy laws, or other legal obligations. Users are solely responsible for ensuring that any use of outputs produced by the AI Functionalities complies with applicable laws and regulations. Without limiting any other disclaimer hereunder, Connectogen expressly disclaims any warranty, representation, or liability related to or arising out of the AI Functionalities, including the accuracy, reliability, or correctness thereof. The AI Functionalities are provided "as-is" and "as-available" and the User assumes all risk of use of any AI Functionalities, including damage to or loss of any User Content (as defined below) that may result therefrom.

4.7 Third-Party Content

The Services may contain links to third party websites, advertisers, services, special offers, or other events or activities not owned by us ("Third-Party Content"). We do not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third‑Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

5. User Restrictions and Obligations; Disclaimers

5.1 Restrictions on Use

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. By accessing and/or using the Services, you represent, warrant, covenant, and agree to not:

5.2 Content Disclaimer

The Platform may allow users to post, upload, publish, share, or otherwise make available content, including, without limitation, text, images, or other materials ("User Content"). Connectogen does not control, endorse, or assume any responsibility for any User Content, and shall not be liable for any claims, damages, losses, costs, or expenses arising out of or relating to any User Content posted, transmitted, or otherwise made available by Users or other third parties through the Platform. Users are solely responsible for their own User Content and for ensuring that such User Content complies with all applicable laws, regulations, and these Terms.

5.3 User Responsibility Disclaimer

You are solely responsible for any decisions or actions you take based on information obtained from the Services. You acknowledge that use of the Services does not create any fiduciary relationship between you and Connectogen or any of its affiliates.

6. User Content

6.1 Acknowledgments

Connectogen acknowledges and agrees that you shall retain ownership to, and shall be solely and exclusively responsible for, your User Content which you elect to upload, submit, or integrate to or within the Services. Connectogen has no responsibility for verifying or maintaining any User Content, and in no way will be liable for the accuracy, availability, correctness, timeliness or any other quality of or concerning any User Content. Accordingly, you are solely and exclusively responsible for ensuring that (i) you have all of the rights, licenses, and privileges that are required for all of your User Content, and (ii) no portion of such User Content is unlawful or infringes upon the rights of any third party. Further, Connectogen shall have the right, in its sole discretion, to restrict, limit, or reject the integration, transmission, or storage of any User Content with, to, or via the Services and to remove any User Content that has previously been integrated, transmitted, or stored with, to, or via the Services, if Connectogen reasonably believes that such User Content or the your use thereof is in violation of the terms of these Terms or the law. Connectogen is not responsible for a User's changes, additions, or deletions of or to their User Content.

6.2 User Content License

For the period which you maintain an active Subscription Plan, you expressly grant to Connectogen a worldwide, non-exclusive, non-transferable, non-assignable (except as set forth in Section 18.2), royalty free license to access and use User Content, to provide and monitor the Services.

6.3 Administrator Access to User Content

If you are admitted to and join a Network, the authorized users of the Network who are appointed by the purchaser of the Network Plan (the “Network Customer”) to configure and manage permissions within the Network (the “Administrators”) will have access to and the ability and right to use User Content for such Customer’s internal and commercial business purposes (e.g., analytics, metric reporting, academic publication data, etc.). The Administrators shall retain access to and the right to use your User Content upon the termination of your Account or your removal or departure from the Network. Connectogen is not responsible for the Administrators’ or Network Customers’ use of your User Content.

6.4 No Sensitive Data

You shall not integrate, upload, transmit, store, disclose, or make available through the Services any Sensitive Data (as defined below) regarding any person, and Connectogen will have no liability whatsoever for such Sensitive Data erroneously transmitted through the Services. For the purposes of these Terms, "Sensitive Data" means any Personal Data that requires a heightened degree of protection by applicable law. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information, or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted requiring heightened standards for data protection or privacy. For the purposes of these Terms, "Personal Data" means all information relating to a person that identifies such person or could reasonably be used to identify such person. This includes any information that is deemed "personal information" or "personal data" as defined by applicable data protection laws.

6.5 User Usage Data

You acknowledge and agree that Connectogen may, directly or indirectly, collect and store information and data in connection with your use of the Services and about the equipment on which the Platform is accessed and used ("User Usage Data"). Connectogen may collect such information and data through means including, but not limited to, your access and use of the Services. Connectogen may compile, use, reproduce, and disclose User Usage Data derived from or related to the use of the Services for product or service improvement, industry analysis, benchmarking, analytics, and other purposes consistent with our Privacy Policy, as updated from time to time by Connectogen, provided that such User Usage Data is aggregated, anonymized, de-identified, or is otherwise not reasonably associated or linked to you (or any other identifiable individual person or entity). Connectogen retains all rights, title, and interest in and to such User Usage Data and the right to use User Usage Data will survive termination of these Terms.

6.6 Third Party Use

Connectogen may access, use, and provide third parties with access and use to the User Usage Data for the following enumerated purposes: (i) making the Services functional and usable for its Users; (ii) improving the performance of the Services; (iii) developing updates, new versions, and new Services' offerings; and/or (iv) verifying a User's compliance with these Terms and enforcing Connectogen's rights, including all Intellectual Property Rights in and to the Services.

7. Intellectual Property

7.1 Ownership. Except for the limited right to access and use the Services under these Terms and pursuant to an active Subscription Plan, you acknowledge and agree that Connectogen, or its licensors, as the case may be, have and will retain any and all rights, title, and interest in and to the Services, including, but not limited to, the features provided/available within the Platform, the Platform's underlying software and code, and all derivative works made by anyone based upon any of the foregoing, including all associated Intellectual Property Rights. Any updates and customizations and other modifications of the Platform (and all Intellectual Property Rights associated with the foregoing), will be owned exclusively by Connectogen.

7.2 Feedback

If you provide us with any feedback or suggestions about the Services or otherwise (the "Feedback"), we may use the Feedback without obligation to you, and you irrevocably assign to us all right, title, and interest in and to the Feedback.

8. Subscription Pricing and Payment

8.1 Subscription Plan Payment Terms

Unless otherwise expressly stipulated by us in a separate and duly executed agreement with you, all Services are licensed (but not sold) to you and are offered on a recurring subscription basis via a Subscription Plan. By electing to license and use the Services under one of our Subscription Plans, you agree to pay the Subscription Fees (as defined below) pursuant to the Subscription Plan that you select and be subject to any limitations of such selected Subscription Plan set forth herein or via the Services.

8.2 Subscription Fees

You agree to pay us all fees (the "Subscription Fees") for your access to, and use of, the Services associated with the Subscription Plan that you select and purchase from us, in accordance with the payment terms set forth in this Section 8. Our current fees are available on the pricing page of our Services, or through a personalized payment page that we send to you (or which we otherwise provide you with personalized access) (the "Order Page"). To the extent we provide other feature or services for which we charge a Subscription Fee that is not listed in the pricing terms set forth in the Order Form, we will provide you with notice of such additional Subscription Fees prior to providing with such feature or service(for example, by displaying the additional Subscription Fees to you on a personalized payment page; by displaying the additional Subscription Fees to you, for your review and acceptance, within your designated Account; or otherwise, by displaying the additional Subscription Fees at the time you are using such feature or service to which the additional Subscription Fees applies, and your use of such feature or service to which the additional Subscription Fees apply shall constitute your consent to such additional Subscription Fees).

8.3 Subscription Period

Each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect (the "Subscription Period"), and you will have the ability to select one or more Subscription Period options for your Subscription Plan, including a monthly or, as it may be offered, a yearly Subscription Plan. The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Services or (ii) the Subscription Period commencement date set forth on the Order Page for your Subscription Plan that you accept (the "Subscription Start Date"). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or non-renew you Subscription Plan, as provided in these Terms. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan.

8.4 Payment of Subscription Fees

Unless otherwise expressly stipulated by us on the Order Page or in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Plan that you select, and shall be due and payable on a monthly or, if offered, an annual basis, or on any other basis which we may offer from time to time. Each monthly or annual Subscription Fees payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month or year while your Subscription Plan is in effect. We reserve the right to amend or cancel the month-to-month or annual option, or any other option which we may provide from time to time, for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

8.5 Payment Card

To use our Services, you must provide to us and maintain at all times a valid, current credit or debit card (a "Payment Card") and related billing information as a condition to using the Services, and we will automatically charge your Payment Card for any Subscription Fees due, without the requirement of your signature or any additional action on your part. You expressly authorize us to charge automatically your Payment Card for all Subscription Fees owed and due to us in connection with the Services and the Subscription Plan selected. Payments of Subscription Fees are processed a third party service provider selected by us, from time to time, and such payment services are governed by such third party service provider's terms of service and privacy policy. Your Payment Card information is never stored by Connectogen or Connectogen servers.

8.6 Additional Payment Terms

Payment of all Subscription Fees are due in advance, unless otherwise noted in the applicable Order Page. We have no obligation to perform under these Terms during any period in which all applicable Subscription Fees due have not been paid in full.

8.7 Price Changes

Connectogen may, in its sole discretion, amend its Subscription Fees and pricing structure for payment of Subscription Fees in connection with the Services and its Subscription Plans. All changes in Subscription Fees shall be communicated by Connectogen to the User no less than thirty (30) days prior to the effective date of such change. Notwithstanding anything to the contrary herein, changes to Subscription Fees due will take effect only upon the renewal of a Subscription Period under a specific Subscription Plan.

8.8 Taxes Excluded

Our Subscription Fees, do not include, and we are not responsible for, (i) any additional fees, charges, or duties imposed on you by any third party due to your use of the Services, including, without limitation, any financial institution fees or processor or intermediary fees; or (ii) any taxes, levies, or duties or similar amounts related to the Subscription Fees or your use of Services. You are responsible for paying all of the foregoing. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

8.9 No Refunds. No refunds of Subscription Fees will be provided for any reason, unless provided herein or specifically authorized by Connectogen on a case -by -case basis and in its sole discretion. ALL AMOUNTS PAID BY YOU FOR SERVICES ARE FINAL AND NON-REFUNDABLE.

9. Privacy Policy

Please refer to our Privacy Policy, as updated from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10. Monitoring. We reserve the right to monitor the use by you of the Services, including any of your User Content inputted, uploaded, delivered, stored, transmitted, or otherwise made available via our Services. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we become aware of any violation of these Terms.

11. Termination; Effect of Termination; Suspension

These Terms become effective on the date on which you purchase a Subscription Plan to, register for, login to, access, use the Services, or otherwise indicate your agreement to these Terms (whichever is earlier) and shall continue in full force and effect until terminated as set forth below

11.1 Termination by Non-Renewal

You may elect to not renew your Subscription Plan to the Services by providing notice us, in accordance with the Section 17 titled "Notices" hereof, or as may be available through the Services / your Account, at least twenty-four(24) hours prior to the conclusion of the Subscription Period then in effect(a "Non-Renewal Termination").

11.2 Termination or Suspension by Us

Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due); (ii) any act or omission by you that (a) constitutes a violation of these Terms or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other User's use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive, or abusive use of the Services, our systems, or resources; or (iii) Connectogen electing to dissolve it's company for any reason or Connectogen seeking to no longer provide certain offerings for any reason. Except for our termination of these Terms under Section 11.2(c)(iii), neither termination of these Terms nor suspension of your use of the Service relieves you of your obligation to pay amounts due to us.

11.3 Effect of Termination

Termination of these Terms for any reason also terminates all of your rights to access and use any and all Services. If you cancel your Subscription Plan for convenience before the end of the current Subscription Period, the fees for that Subscription Period are non-refundable and remain due.

11.4 SURVIVAL

ANY PROVISIONS OF THESE TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.

12. Indemnity

You will defend, indemnify and hold harmless us, our licensors, affiliates, subsidiaries, successors, assigns, and our and their equityholders, manager, directors, officers, employees, and agents (each individually an "Indemnitee" and collectively "Indemnitees"), to the fullest extent permissible under applicable law, against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) suffered by any Indemnitee arising from or in connection with any of the following (except to the extent caused by our own negligence or willful misconduct):

(a) Your use of the Services or your breach or violation of any provision of these Terms;

(b) Any of your User Content:

(c) Any negligent, willful, purposeful, fraudulent, or unlawful acts or omissions by you.

All Indemnitees are expressly made third party beneficiaries of this Section 12. This Section 12 will survive the termination of these Terms for any reason.

13. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THESE TERMS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES, THAT SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THESE TERMS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION 13 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON. IF YOU ACCESS OR USE THE SERVICES FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES SUFFICIENT FOR THE FOR YOUR PURPOSES

14. Disclaimer of Damages

IN NO EVENT WILL CONNECTOGEN, ITS AFFILIATES, OR ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF US, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 14 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON

15. Limitation of Liability

15.1 Exclusions of Liability. IN NO EVENT SHALL CONNECTOGEN, ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF THEIR EQUITYHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL UNDER OR IN ANY WAY RELATING TO THESE TERMS OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE.

15.2 Maximum Liability

THE MAXIMUM AGGREGATE LIABILITY OF CONNECTOGEN FOR ALL CLAIMS UNDER, IN CONNECTION WITH, OR ARISING OUT OF THIS TERMS OR THE SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING NEGLIGENCE) WILL NOT EXCEED THE SUBSCRIPTION FEES RECEIVED BY CONNECTOGEN FROM YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Arbitration, Class-Action Waiver, and Jury Waiver

16.1 Applicability of Arbitration Agreement

Both Parties agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis. For clarity, the phrase "all claims and disputes" also includes claims and disputes that arose between us before the effective date of these Terms.

16.2 Initiating Arbitration

Before you commence arbitration of a claim, you must provide us with a written notice (a "Notice of Dispute") that includes your name, residence address, username, email address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Connectogen LLC, ATTN: Arbitration Filing, 2897 N Druid Hills Rd., NE STE 571 Atlanta, Georgia 30329-3924. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.

16.3 Arbitration Rules

The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through American Arbitration Association ("AAA") and will be governed by their commercial arbitration rules, which are then in effect. If AAA is not available to arbitrate, the Parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the Party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Additional Rules for Non-appearance Arbitration

If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the Party initiating the arbitration. The arbitration will not involve any personal appearance by the Parties or witnesses unless the Parties mutually agree otherwise.

16.5 Authority of the Arbitrator

The arbitrator will decide the rights and liabilities, if any, of you and Connectogen. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages, as well as attorney fees, and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum's rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Connectogen.

16.6 Waiver of Jury Trial

YOU AND CONNECTOGEN WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Connectogen are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Connectogen over whether to vacate or enforce an arbitration award, YOU AND CONNECTOGEN WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

16.7 Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth in Section 18.1.

16.8 Right to Waive

Any rights and limitations set forth in this arbitration agreement may be waived by the Party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

16.9 Opt-out

You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send us an opt-out letter to the following address:

16.10 Arbitration Agreement Survival

This arbitration agreement will survive the termination OR EXPIRATION OF THESE TERMS.

16.11 Enforcement of the Connectogen's Intellectual Property

You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 16, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.

17. Notices. We may deliver any notice required or permitted hereunder (i) via a notice appearing in your Account or on the Services or (ii) via electronic mail to your contact information on record with us in your Account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Services (for example, changes to your Account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your Account page to update your contact information). Otherwise, all notices to us under these Terms must be delivered in writing in hard-copy(paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) reputable national or international mail courier with proof of delivery, or (v) our Connectogen e-mail address with confirmation of receipt by Connectogen. Our current mailing address and e-mail address is:

Attn: Terms Notices

2897 N Druid Hills Rd., NE STE 571

Email: admin@connectogen.com

We may change our notice addresses by updating these Terms or by listing a new address on the applicable Services. You are responsible for making sure that you are sending notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION 17 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

18. Miscellaneous. This Section 18 and its subsections will survive termination of these Terms for any reason.

18.1 Governing Law

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of Georgia without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

18.2 Assignment

These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and its obligations hereunder at any time, in its sole discretion.

18.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.

18.4 Waiver

The failure of either Party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either Party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving Party.

18.5 Force Majeure

We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, "Force Majeure" means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

18.6 Entire Agreement; Order of Precedence

These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the Parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

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