CryoVerse™ Monitoring System Software and Cloud Services Terms and Conditions 

1. Definitions.

1.1 The following capitalized words and expressions shall have the following meanings:

“Account Administrator” means an Authorized User designated by Customer to register a CryoVerse™ Component, administer Customer’s CryoVerse™ account, and manage Customer’s and its Authorized Users’ access to and use of the Cloud Services.

“Affiliate” means any Person controlling, controlled by, or under common control with a Person. For purposes of this definition, “Control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the common voting stock or ordinary shares in the applicable entity or the right to appoint fifty percent (50%) or more of the directors of that entity.

“Aggregated Data” means data and information derived from or combined from Customer Data, Registration Information, Transaction Data, Derived Data, or other lawfully obtained data that has been aggregated, anonymized, de-identified, generalized, or otherwise processed so that it does not reasonably identify Customer, an Authorized User, or any individual. Aggregated Data may include benchmarks, statistics, trends, ranges, distributions, and other compiled or comparative information.

“Alarm Parameters” means the thresholds, conditions, recipients, communication methods, escalation rules, and other alarm or alert settings selected or configured by or on behalf of Customer through the CryoVerse™ Monitoring System.

“Authorized User” means an individual whom Customer authorizes to access or use the Cloud Services on Customer’s behalf, including any Account Administrator.

“Cloud Services” means the hosted, internet-based features, functionality, and services made available by or on behalf of MVE through CryoVerse™ Cloud for use with a registered CryoVerse™ Component, including, as applicable, centralized data access, alert visibility, historical data access, reporting, trend visualization, analytics, and management of information associated with a Product or CryoVerse™ Component. Cloud Services do not include direct control of a Product or CryoVerse™ Component.

“Complimentary Access Period” means the initial twelve-month period beginning when the applicable CryoVerse Component is registered and activated, during which MVE makes the Cloud Services available without an additional Subscription Fee.

“CryoVerse™ Component” means a CryoVerse™ Connect Controller, CryoVerse™ Monitor, wireless sensor module, or other MVE monitoring, control, or connectivity hardware that forms part of the CryoVerse™ Monitoring System.

“CryoVerse™” or “CryoVerse™ Monitoring System” means MVE’s integrated condition-monitoring ecosystem for cryogenic storage and transport equipment, including, as applicable, CryoVerse™ Connect Controller, CryoVerse™ Monitor, CryoVerse™ Cloud, CryoVerse™ Components, Embedded Software, Local Functionality, and Cloud Services.

“Customer” means the Person identified during creation of the applicable CryoVerse™ account as the owner or authorized operator of the Products and CryoVerse™ Components registered to that account and on whose behalf these Terms are accepted.

“Customer Data” means data, information, and content submitted or made available to MVE or the Cloud Services by or on behalf of Customer, or collected, generated, recorded, transmitted, accessed, received, stored, or processed by or on behalf of MVE from or through a Product or CryoVerse™ Component in connection with Customer’s use of the CryoVerse™ Monitoring System, including temperature, humidity, location, shock, orientation, LN₂ level, system status, alarm, setpoint, journal, event, and other operational or monitoring data. Customer Data excludes Registration Information, Transaction Data, Aggregated Data, and Derived Data.

“Data Protection Laws” means all privacy, data protection, data security, breach-notification, or similar laws and regulations applicable to a Party’s processing of Personal Data in connection with the CryoVerse™ Monitoring System, as amended from time to time.

“Derived Data” means data, information, variables, features, classifications, labels, calculations, correlations, relationships, patterns, inferences, analyses, predictions, forecasts, scores, insights, recommendations, reports, visualizations, and other materials or outputs materially derived, inferred, calculated, created, or generated by or on behalf of MVE through the processing, transformation, or analysis of Customer Data, Registration Information, Transaction Data, use of the CryoVerse™ Monitoring System, or other lawfully obtained data. Derived Data excludes Customer Data, including Customer Data that has merely been reformatted, reorganized, or converted without material analysis or transformation. Derived Data also excludes Personal Data unless such data has been de-identified so that it does not reasonably identify an individual. Derived Data may reflect or incorporate characteristics, patterns, relationships, conclusions, or learnings derived from Customer Data.

“Embedded Software” means the object-code software and firmware installed on or incorporated into a CryoVerse™ Component that enables on-device operation, Local Functionality, connectivity with the Cloud Services, or any combination of the foregoing.

“Intellectual Property Rights” means intellectual property rights, including patents, patentable subject matter, inventions, discoveries, copyrights, copyrightable subject matter, software, source code, object code, industrial designs, trade secrets, trademarks, trade names, service marks, trade dress, logos, and all applications, registrations, renewals, extensions, and other rights or protections associated with the foregoing anywhere in the world.

“Local Functionality” means the features and functionality of the Embedded Software that are available through a Product or CryoVerse™ Component without an active right to access the Cloud Services.

“MVE” means MVE Biological Solutions US, LLC.

“MVE Indemnified Party” means MVE, its Affiliates, licensors, service providers, contractors, and their respective officers, directors, employees, agents, successors, and assigns.

“Notification” means an automated alarm, alert, message, or other communication generated or displayed through the CryoVerse™ Monitoring System based on Alarm Parameters configured by or on behalf of Customer, including communications directed to recipients designated by Customer through text message, email, or a software interface.

“Party” means MVE or Customer, individually, and “Parties” means MVE and Customer, collectively.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority, or other legal entity.

“Personal Data” means information defined as “personal data,” “personal information,” “personally identifiable information,” or an analogous term under applicable Data Protection Laws.

“Product” means an MVE cryogenic freezer, dewar, vapor shipper, or other cryogenic storage or transport equipment that incorporates or is used with a CryoVerse™ Component.

“Registration Information” means information submitted by or on behalf of Customer in connection with the creation or administration of Customer’s account or the registration, activation, installation, ownership, or operation of a Product or CryoVerse™ Component, including Customer identity and contact information, Authorized User information, Product and CryoVerse™ Component identifiers, and installation address or site information.

“Subscription” means Customer’s paid right to access and use the Cloud Services for the period stated in the applicable Subscription Order following expiration of the Complimentary Access Period.

“Subscription Fee” means the fee payable for a Subscription, as identified in the applicable Subscription Order.

“Subscription Order” means an order accepted by MVE, an online checkout record or order confirmation issued by MVE, or an order confirmation issued by an authorized MVE distributor, in each case identifying the Subscription purchased by or for Customer and the applicable Subscription Fee, subscription period, and other commercial terms. A Subscription Order does not include or incorporate any preprinted, standardized, or other terms provided by Customer, including terms contained in a purchase order, unless expressly accepted in writing by an authorized representative of MVE.

“Terms” means these CryoVerse™ Software and Cloud Services Terms and Conditions, together with any documents expressly incorporated herein by reference.

“Transaction Data” means technical data, metadata, and records generated or collected in the ordinary operation, administration, security, support, or use of the CryoVerse™ Monitoring System, including account activity, login records, feature usage, system logs, diagnostic records, connectivity records, support records, and records of system or service performance. Transaction Data excludes Customer Data, Registration Information, Derived Data, Aggregated Data, and equipment-monitoring data collected for presentation to Customer through the Cloud Services.

“Update” means any update, upgrade, bug fix, patch, correction, enhancement, modification, or replacement made available by or on behalf of MVE for the Embedded Software or Cloud Services.

2. Acceptance, Registration, and Accounts.

2.1. Acceptance. By affirmatively accepting these Terms as part of MVE’s registration and activation process, the individual completing the process agrees to these Terms on behalf of Customer and represents that such individual has authority to bind Customer. These Terms apply to all Products and CryoVerse™ Components registered to Customer’s CryoVerse™ account, including Products and CryoVerse™ Components registered after Customer accepts these Terms. Customer is not required to accept these Terms separately for each Product or CryoVerse™ Component registered to the same account. If the individual lacks such authority or Customer does not agree to these Terms, the individual may not create an account or register or activate a CryoVerse™ Component, and Customer may not use the Embedded Software, Local Functionality, or Cloud Services.

2.2. Separate from Product Purchase. A Product or CryoVerse™ Component may be purchased directly from MVE or through an authorized MVE distributor. The purchase, resale, delivery, installation, or possession of a Product or CryoVerse™ Component does not, by itself, create a CryoVerse™ account, constitute Customer’s acceptance of these Terms, or activate the Cloud Services. Customer must create a CryoVerse™ account and accept these Terms as part of the registration and activation process for its first CryoVerse™ Component before using the Embedded Software or Local Functionality or accessing the Cloud Services. Registration and activation of each applicable CryoVerse™ Component begin the Complimentary Access Period for that CryoVerse™ Component. The applicable terms of sale and warranty, rather than these Terms, govern the purchase, delivery, title, risk of loss, physical acceptance, and hardware warranty applicable to a Product or CryoVerse™ Component.

2.3. Registration and Accounts. Customer shall provide complete, current, and accurate information when creating or administering its CryoVerse™ account or registering a CryoVerse™ Component and shall designate an Account Administrator. Customer may register multiple Products and CryoVerse™ Components to the same CryoVerse™ account. Customer is responsible for its Account Administrator and Authorized Users, the roles and permissions assigned to them, and all activity occurring through Customer’s account or credentials. Customer shall maintain the confidentiality and security of its credentials, promptly revoke access that is no longer authorized, and notify MVE promptly of any known or suspected unauthorized access to or use of its account.

2.4. Acceptance Records. MVE may maintain records of Customer’s account creation, registration, and acceptance of these Terms, including the identity of Customer and the individual completing the process, the date and time of acceptance, the version of the Terms accepted, the applicable account identifier, and the Products and CryoVerse™ Components registered to that account.

3. License, Cloud Access, and Subscription.

3.1. License and Access. Subject to these Terms, MVE grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable right to use the Embedded Software and Local Functionality in connection with the applicable Product. During the Complimentary Access Period or an active Subscription, MVE also grants Customer the right to permit its Authorized Users to access and use the Cloud Services for Customer’s internal business purposes.

3.2. Complimentary Access. The Cloud Services will be available for an initial period of twelve (12) months without an additional Subscription Fee, beginning when the applicable CryoVerse™ Component is registered and activated. Continued access after that period requires purchase of a Subscription on the pricing and other commercial terms disclosed at the time of purchase. Each CryoVerse™ Component is eligible for no more than one Complimentary Access Period, regardless of any transfer, re-registration, account change, replacement, or lapse in use, except as otherwise agreed by MVE in writing. Complimentary Access Periods and Subscriptions apply separately to each CryoVerse™ Component, unless otherwise stated in the applicable Subscription Order.

3.3. Expiration and Transfer. Customer is not required to purchase or renew a Subscription. If Customer does not purchase or renew a Subscription, Customer’s right to access and use the Cloud Services with respect to that CryoVerse™ Component will expire at the end of the Complimentary Access Period or the then-current Subscription period, as applicable. Expiration of Customer’s right to access and use the Cloud Services will not terminate these Terms or, by itself, terminate Customer’s license to use the Embedded Software and Local Functionality in accordance with these Terms. If Customer sells or otherwise transfers a Product or CryoVerse™ Component, Customer’s rights under these Terms with respect to the transferred Product or CryoVerse™ Component, including any right to access or use the associated Embedded Software, Local Functionality, or Cloud Services, will end upon the transfer. The transferee must separately register and activate the applicable CryoVerse™ Component and accept the then-current Terms before using the Embedded Software or Local Functionality or accessing the Cloud Services. A sale, transfer, re-registration, or activation by a transferee does not restart or extend the Complimentary Access Period. If the Complimentary Access Period for the applicable CryoVerse™ Component has expired, the transferee must purchase a Subscription to access and use the Cloud Services.

4. Restrictions and Customer Responsibilities.

4.1. Restrictions. Customer shall not, and shall not permit any other person to: (a) copy, modify, create derivative works of, reverse engineer, decompile, or disassemble any part of the CryoVerse™ Monitoring System; (b) sell, sublicense, distribute, or make it available to any unauthorized person; (c) remove proprietary notices or circumvent security, access, or subscription controls; (d) interfere with its operation or security; (e) use it in violation of applicable law or third-party rights; or (f) use it to develop or improve a competing product or service.

4.2. Customer Responsibilities. Customer is responsible for its Authorized Users, the accuracy and legality of information it provides, and the equipment, power, connectivity, security, backup, and operating procedures needed for its use of the CryoVerse™ Monitoring System. Customer shall use the CryoVerse™ Monitoring System in accordance with these Terms and MVE’s applicable documentation and shall not rely on it as its sole means of monitoring or protecting any Product or its contents.

5. Alarms and Notifications.

5.1. Alarms and Notifications. Customer is solely responsible for configuring and testing alarm settings, maintaining accurate recipient information, and monitoring and responding to Notifications. MVE does not monitor or respond to Notifications on Customer’s behalf and does not warrant that Notifications will be generated, transmitted, delivered, received, or acted upon without interruption, delay, or error. Customer shall maintain appropriate independent monitoring, backup, and response procedures and shall not rely on the CryoVerse™ Monitoring System or any Notification as its sole means of monitoring a Product or protecting its contents.

6. Data and Intellectual Property.

6.1. Customer Data. As between MVE and Customer, Customer retains its right, title, and interest in Customer Data. Customer grants MVE and its Affiliates a nonexclusive, worldwide, royalty-free, fully paid-up license, exercisable directly and through their respective service providers, contractors, collaborators, and other business partners, to collect, access, receive, host, store, reproduce, combine, modify, transform, process, analyze, disclose, and use Customer Data to: (a) provide, operate, administer, secure, support, maintain, and improve the CryoVerse™ Monitoring System and other MVE products and services; (b) conduct research and development; (c) develop, train, test, validate, enhance, and commercialize products, services, models, algorithms, analytics, benchmarks, and other technologies; (d) create and commercialize Aggregated Data and Derived Data; (e) perform business, operational, security, and market analysis; and (f) comply with applicable law and enforce MVE’s rights. The foregoing license continues during and after expiration or termination to the extent necessary for MVE to exercise its rights in Aggregated Data, Derived Data, models, algorithms, products, services, technologies, and improvements created or developed in accordance with these Terms, and for MVE’s legal compliance, security, backup, archival, and recordkeeping purposes. Customer represents and warrants that it has all rights, permissions, and authority necessary to grant the foregoing license and permit MVE’s processing and use of Customer Data and Registration Information as contemplated by these Terms.

6.2. MVE Data and Analytics. As between the Parties, MVE owns all right, title, and interest in and to Transaction Data, Aggregated Data, Derived Data, and all models, algorithms, databases, datasets, compilations, tools, methods, processes, improvements, discoveries, inventions, know-how, and other technology developed or generated by or on behalf of MVE through the operation, use, support, improvement, or analysis of the CryoVerse™ Monitoring System or any data processed in accordance with these Terms. MVE may retain, use, reproduce, modify, combine, disclose, license, sell, distribute, and otherwise commercialize any of the foregoing for any lawful business purpose, during and after the term of these Terms, subject to applicable Data Protection Laws. MVE’s exercise of these rights does not transfer to MVE ownership of Customer Data. Except with Customer’s consent or as permitted by applicable law, MVE will not disclose Customer Data in its original form to a third party for the third party’s independent commercial use or publicly identify Customer as the source of Aggregated Data or Derived Data. Customer is not entitled to any ownership interest, attribution, accounting, compensation, royalty or other payment arising from MVE’s creation, use, disclosure, or commercialization of Transaction Data, Aggregated Data, Derived Data, or any related models, algorithms, products, services, technologies, or improvements.

6.3. Registration Information. MVE may collect, retain, use, disclose, and otherwise process Registration Information as reasonably necessary to administer Customer’s account; register, activate, support, and service Products and CryoVerse™ Components; provide the CryoVerse™ Monitoring System; communicate with Customer and Authorized Users; comply with applicable law; and enforce MVE’s rights. MVE may also use Registration Information that does not constitute Personal Data to improve MVE products and services and create Aggregated Data and Derived Data.

6.4. Privacy and Security. Personal Data may be included in Customer Data, Registration Information, or Transaction Data. Each Party shall comply with the Data Protection Laws applicable to its processing of Personal Data in connection with the CryoVerse™ Monitoring System. MVE may process Personal Data only as reasonably necessary to create and administer Customer’s account; register, activate, provide, secure, support, and maintain the CryoVerse™ Monitoring System; communicate with Customer and Authorized Users; comply with applicable law; and enforce MVE’s rights. MVE will not use Personal Data for independent marketing or commercialization purposes or to create Derived Data unless the Personal Data has first been de-identified so that it does not reasonably identify an individual. Customer represents that it has provided all notices and obtained all rights, permissions, and consents necessary for Customer to provide Personal Data to MVE and for MVE to process such Personal Data as contemplated by these Terms. MVE will maintain commercially reasonable safeguards designed to protect Customer Data and Registration Information against unauthorized access, use, alteration, or disclosure. The Parties will cooperate in good faith to enter into any additional data protection terms required by applicable Data Protection Laws based on their respective roles in the relevant processing. Except to the extent required by applicable Data Protection Laws, this Privacy and Security subsection does not limit MVE’s rights under the other provisions of this Section 6, subject to the limitations on processing Personal Data stated in this subsection.

6.5. MVE Intellectual Property. MVE and its licensors retain all right, title, and interest in the CryoVerse™ Monitoring System, Embedded Software, Cloud Services, documentation, Updates, and related Intellectual Property Rights. Except for the limited rights expressly granted under these Terms, no rights in MVE’s intellectual property are granted or transferred to Customer.

7. Updates, Availability, and Support.

7.1. Cloud Services. MVE will use commercially reasonable efforts to provide the Cloud Services during the Complimentary Access Period and any active Subscription.

7.2. Updates. MVE may, in its sole discretion, issue Updates to the CryoVerse™ Monitoring System. MVE will use commercially reasonable efforts to notify Customer of any Update that may materially impair Customer’s use of the Cloud Services.

7.3. Third-Party Materials and Services. The CryoVerse™ Monitoring System may display, include, or rely upon content, products, or services provided by third parties. MVE is not responsible for the availability, accuracy, quality, or performance of such third-party materials or services and will have no liability arising from or relating to them.

7.4. Support. MVE will use commercially reasonable efforts to provide support for the CryoVerse™ Monitoring System in accordance with its then-current support practices.

8. Disclaimers and Limitation of Liability.

8.1. Disclaimer of Warranties. EXCEPT FOR MVE’S EXPRESS OBLIGATIONS UNDER THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CRYOVERSE™ MONITORING SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE.” MVE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SATISFACTORY QUALITY, AND SYSTEM INTEGRATION. MVE DOES NOT WARRANT THAT THE CRYOVERSE™ MONITORING SYSTEM OR ANY DATA, NOTIFICATION, REPORT, OR PREDICTION WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, ERROR-FREE, OR FREE OF DEFECTS, OR THAT IT WILL DETECT, PREDICT, PREVENT, OR PROVIDE NOTICE OF EVERY ALARM, EXCURSION, FAILURE, OR OTHER CONDITION.

8.2. Product Contents. Customer acknowledges that MVE does not know or control the nature or value of any materials stored in or transported using a Product and is not an insurer of those materials. Customer is solely responsible for monitoring and protecting its Products and their contents and for maintaining appropriate backup systems, procedures, and insurance.

8.3. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MVE AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, STATUTORY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, USE, BUSINESS, GOODWILL, OR DATA, OR ANY LOSS, DAMAGE, DESTRUCTION, DETERIORATION, OR CONTAMINATION OF MATERIALS STORED IN OR TRANSPORTED USING A PRODUCT, ARISING OUT OF OR RELATING TO THE CRYOVERSE™ MONITORING SYSTEM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF MVE AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THE CRYOVERSE™ MONITORING SYSTEM OR THESE TERMS, REGARDLESS OF THE FORM OR THEORY OF ACTION, SHALL NOT EXCEED THE GREATER OF: (A) FIVE THOUSAND U.S. DOLLARS (US$5,000); OR (B) THE SUBSCRIPTION FEES PAID OR PAYABLE TO MVE FOR CUSTOMER’S APPLICABLE SUBSCRIPTION DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR THE CRYOVERSE™ COMPONENT OR CLOUD SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE BUT WILL NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Indemnification.

9.1. Customer Indemnification. Customer shall indemnify, defend, and hold harmless each MVE Indemnified Party from and against any third-party claim, loss, liability, damage, cost, or expense, including reasonable attorneys’ fees, to the extent arising out of or relating to: (a) Customer’s or an Authorized User’s breach of these Terms, violation of applicable law, or unauthorized or improper access to or use of the CryoVerse™ Monitoring System; (b) Customer Data, including any allegation that Customer Data, or MVE’s receipt, processing, use, disclosure, or other exercise of its rights in Customer Data in accordance with these Terms, infringes, misappropriates, or otherwise violates any third-party right or applicable law; (c) Customer’s failure to provide any required notice or obtain any right, permission, authorization, or consent necessary for Customer to provide Customer Data or Personal Data to MVE or for MVE to process or use such data as contemplated by these Terms; (d) Customer’s configuration or use of Alarm Parameters or Notifications, its designation of Notification recipients, or its failure to monitor, respond, maintain backup procedures, or otherwise fulfill its responsibilities under these Terms; (e) any unauthorized modification, alteration, repair, servicing, combination, or use of the CryoVerse™ Monitoring System, Product, or CryoVerse™ Component by or on behalf of Customer, to the extent such conduct caused or contributed to the claim or to the operation, performance, failure, or alleged failure of the CryoVerse™ Monitoring System; (f) Customer’s continued use of a Product or CryoVerse™ Component after MVE has notified Customer that continued use presents a safety, security, legal, operational, or performance risk, to the extent such continued use caused or contributed to the claim or to the operation, performance, failure, or alleged failure of the CryoVerse™ Monitoring System; or (g) Customer’s use of any part, accessory, software, equipment, network, system, or other item not provided or approved by MVE, to the extent such item caused or contributed to the claim or to the operation, performance, failure, or alleged failure of the CryoVerse™ Monitoring System. The foregoing obligations will not apply to the extent a claim is finally determined by a court of competent jurisdiction to have resulted from MVE’s gross negligence or willful misconduct.

9.2. Procedure. An MVE Indemnified Party shall give Customer prompt written notice of any claim subject to indemnification under this Section 9, shall provide Customer with the opportunity to defend against the claim, and shall reasonably cooperate in such defense at Customer’s expense; provided, however, that failure of an MVE Indemnified Party to do so shall not relieve Customer of its indemnification obligations except to the extent Customer demonstrates that it was actually prejudiced by such failure. Notwithstanding anything to the contrary in these Terms, Customer shall not enter into any settlement, consent judgment, or other voluntary final disposition of any claim that has a material adverse effect on the rights of an MVE Indemnified Party, admits any wrongdoing or fault by an MVE Indemnified Party, or imposes on an MVE Indemnified Party any payment or other liability, without MVE’s prior written consent.

10. Suspension and Termination.

10.1. Suspension. MVE may suspend Customer’s access to all or any portion of the Cloud Services if MVE reasonably determines that: (a) Customer or an Authorized User has materially breached these Terms or used the CryoVerse™ Monitoring System for fraudulent, unlawful, or unauthorized purposes; (b) continued access presents a security risk or may adversely affect MVE, the CryoVerse™ Monitoring System, or any third party; (c) continued access or MVE’s provision of the Cloud Services is prohibited by law; (d) a third-party service required for the Cloud Services has been suspended or terminated; or (e) any undisputed Subscription Fee remains unpaid when due.

10.2. Expiration or Termination of Access and License Rights. Customer’s right to access and use the Cloud Services will expire at the end of the Complimentary Access Period or the then-current Subscription period unless Customer purchases or renews a Subscription, as applicable. MVE may suspend or terminate Customer’s right to access and use the Cloud Services if Customer materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice from MVE. MVE may suspend or terminate such access immediately if the breach is not capable of cure or if MVE reasonably determines that Customer’s or an Authorized User’s continued access to or use of the Cloud Services presents a material security or legal risk to MVE, the CryoVerse™ Monitoring System, or any third party. MVE may terminate Customer’s license to use the Embedded Software and Local Functionality if Customer materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice from MVE. MVE may terminate that license immediately if the breach is not capable of cure or if MVE reasonably determines that Customer’s continued use of the Embedded Software or Local Functionality presents a material safety, security, intellectual property, or legal risk to MVE, the CryoVerse™ Monitoring System, or any third party.

10.3. Effect. Upon expiration or termination of Customer’s right to access and use the Cloud Services, Customer shall cease accessing and using the Cloud Services but may continue using the Embedded Software and Local Functionality in accordance with these Terms, unless MVE has terminated that license under Section 10.2. Customer is responsible for retrieving any Customer Data it wishes to retain before its Cloud Services access ends, to the extent retrieval functionality is then available. MVE may delete, retain, and use data as permitted by Section 6 and applicable law. Expiration or termination will not affect any accrued rights or obligations or any provision that expressly or by its nature is intended to survive.

11.1. General Terms.

11.1. Changes. MVE may modify these Terms from time to time. Nonmaterial changes will become effective upon posting the revised Terms on MVE’s website or through the CryoVerse™ account portal. MVE will provide Customer reasonable notice of material changes and may require the Account Administrator to accept the revised Terms through Customer’s account. Upon becoming effective, the revised Terms will supersede the prior version and govern Customer’s continued use of the CryoVerse™ Monitoring System. No change will increase prepaid Subscription Fees or shorten a then-current paid Subscription period. If Customer does not accept revised Terms when required, MVE may discontinue the Cloud Services upon expiration of any then-current paid or complimentary access rights. Discontinuation of the Cloud Services will not, by itself, terminate Customer’s license to use the Embedded Software or Local Functionality in accordance with these Terms.

11.2. Force Majeure. MVE is not liable for any delay, interruption, or failure caused by circumstances beyond its reasonable control, including failures of power, telecommunications, internet, cellular networks, hosting providers, or other third-party services.

11.3. Governing Law; Claims. These Terms are governed by Georgia law. Customer submits to the exclusive jurisdiction of the state courts located in Cherokee County, Georgia, and the United States District Court for the Northern District of Georgia. Customer shall pay MVE’s reasonable attorneys’ fees and court costs incurred in enforcing these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply. To the extent permitted by law, no claim may be brought more than one (1) year after it accrued.

11.4. Entire Agreement; Assignment. These Terms constitute the entire agreement between MVE and Customer concerning Customer’s access to and use of the Embedded Software, Local Functionality, and Cloud Services for all Products and CryoVerse™ Components registered to Customer’s CryoVerse™ account. These Terms do not supersede any applicable terms governing the purchase, sale, delivery, installation, ownership, or warranty of a Product or CryoVerse™ Component. A written agreement signed by an authorized representative of MVE and Customer will control to the extent of any conflict with these Terms. A Subscription Order will control solely with respect to the Subscription Fee, subscription period, and other commercial terms expressly stated in the Subscription Order. Customer may not assign these Terms without MVE’s prior written consent. MVE may assign these Terms to an Affiliate or in connection with a merger, reorganization, sale of assets, change of control, or other corporate transaction.

11.5. Miscellaneous. If any provision is unenforceable, the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. The Parties are independent contractors. Provisions that by their nature should survive expiration or termination will survive, including those concerning data, intellectual property, disclaimers, liability, indemnification, and these General Terms.