Celltrion Branchburg, LLC
General Terms and Conditions for Software-as-a-Service

1. Definitions

The following capitalized terms shall have the meanings set forth below. "Terms" means these General Terms and Conditions for Software-as-a-Service. "Buyer" means Celltrion Branchburg, LLC. "Vendor" means the service provider named on the applicable Order Form (as defined below). Buyer and Vendor may be referred to individually as a "Party" and collectively as the "Parties."

"Agreement" means the Order Form and these Terms, collectively, as further defined in Section 2(b).

"Artificial Intelligence" or "AI" means machine learning, deep learning, neural networks, natural language processing, large language models, generative AI, or any other technique designed to simulate human intelligence or automate decision-making processes.

"Authorized Users" means Buyer's employees, affiliates, contractors, and service providers who are authorized by Buyer to access and use the SaaS Services in connection with Buyer's internal business purposes.

"Buyer Data" means any data, information, content, or materials that Buyer or any Authorized User uploads, submits, transmits, stores, or otherwise provides to Vendor under this Agreement, including all derivatives, modifications, and outputs thereof generated through Buyer's use of the SaaS Services.

"Documentation" means all technical and functional specifications, user manuals, online help, release notes, training materials, and any other materials provided by Vendor relating to the SaaS Services.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, and all other proprietary rights, whether registered or unregistered, and all applications and rights to apply for any of the same, under the laws of any jurisdiction.

"Order Form" means the ordering document executed by the Parties specifying, among other things, the SaaS Services to be provided, the Subscription Term, the Fees, and any additional terms agreed to in writing by the Parties.

"SaaS Services" means the cloud-hosted software-as-a-service applications, platforms, and related services (including implementation, onboarding, training, and support services) that Vendor makes available to Buyer on a subscription basis pursuant to this Agreement.

"Security Incident" means any actual or reasonably suspected unauthorized access, acquisition, use, disclosure, modification, destruction, or loss of Buyer Data, or any compromise of the confidentiality, integrity, or availability of systems used to process Buyer Data.

"Sub-processor" means any third party engaged by Vendor to process Buyer Data on Vendor's behalf in connection with the SaaS Services.

"Subscription Term" means the period during which Buyer is entitled to access and use the SaaS Services as set forth in the applicable Order Form.

2. Applicability

(a) These Terms govern Buyer's subscription to and use of all SaaS Services purchased from Vendor. These Terms, together with any applicable Order Form, constitute the sole and exclusive terms governing the relationship between the Parties with respect to the SaaS Services.

(b) The Order Form and these Terms (collectively, the "Agreement") comprise the entire agreement between the Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, relating to the SaaS Services. Any terms and conditions of Vendor, including those presented on Vendor's website, embedded in any click-through agreement, or set forth in any shrink-wrap, shall not be binding on Buyer and are hereby expressly rejected, regardless of whether or when Vendor has submitted its service confirmation or any other document containing such terms. The offer and acceptance of any Order Form issued by Buyer are expressly and strictly limited to these Terms and the applicable Order Form. Any additional, different, or conflicting terms or conditions contained in any proposal, quotation, acknowledgment, invoice, or other document or communication issued by Vendor are hereby expressly rejected and shall be null and void, whether or not such terms are designated as material and regardless of Buyer's access to or use of the SaaS Services, payment, or other performance. No term or condition proposed by Vendor shall become part of the Agreement unless Buyer expressly agrees to such term in a written amendment signed by an authorized representative of Buyer and specifically references the applicable Order Form.

(c) In the event of any conflict or inconsistency between these Terms and an Order Form, the Order Form shall control solely with respect to the specific subject matter of such conflict, and only to the extent explicitly identified as overriding these Terms.

(d) Order of Precedence. These Terms shall govern and prevail over all documents forming part of the Agreement — including any Order Form, statement of work, exhibit, schedule, or other attachment — in the event of any conflict or inconsistency among such documents. Notwithstanding the foregoing, a written addendum to this Agreement that is signed by authorized representatives of both Parties and that expressly identifies by section reference the specific provisions of these Terms it is intended to supersede (an "Addendum") shall prevail over such identified provisions solely to the minimum extent necessary to give effect to the Addendum. No course of dealing, course of performance, trade usage, or other extrinsic evidence shall be used to vary, supplement, or contradict these Terms. Any purported modification of these Terms that does not satisfy the requirements of this Section 2(c) or Section 28 shall be null and void and of no force or effect.

3. Order and Service Commencement

(a) Vendor shall accept the Order Form in writing no later than five (5) business days after receipt. If Vendor fails to provide a written response within such five (5) business day period, the Order Form shall be deemed accepted.

(b) Vendor shall commence SaaS Services within thirty (30) days of Order Form acceptance unless a different date is specified in the Order Form. Vendor shall provide all reasonable implementation assistance, including environment configuration, data migration support, onboarding, and training, at no additional cost to Buyer.

(c) If Vendor fails to commence the SaaS Services on time without justifiable cause, Buyer may, at its sole election, (i) extend the commencement date without waiving any rights or remedies, or (ii) terminate the Agreement and receive a full refund of all prepaid Fees.

(d) Upon acceptance of an Order Form, Vendor shall submit invoices in accordance with Section 9. Invoices must reference the applicable Order Form number and include, at minimum, the invoice number, invoice date, a description of SaaS Services provided, the applicable Subscription Term period, applicable fees, and total amount due.

(e) Vendor shall not cancel an accepted Order Form without Buyer's prior written consent.

4. Service Levels and Availability

(a) Vendor shall provide the SaaS Services with a minimum monthly uptime of 99.9%, excluding only scheduled maintenance windows. Scheduled maintenance shall not exceed four (4) hours per calendar month, and Vendor shall provide no less than seventy-two (72) hours' prior written notice for any scheduled maintenance.

(b) Vendor shall respond to critical incidents (i.e., service unavailability or material functionality degradation) within two (2) hours of detection or notification, and shall resolve such incidents within eight (8) hours. Vendor shall provide Buyer with incident updates no less frequently than every two (2) hours until resolution.

(c) For each calendar month in which Vendor fails to meet the 99.9% uptime commitment, Vendor shall credit Buyer's account with service credits calculated as follows: (i) downtime between 99.0% and 99.9% shall result in a credit equal to ten percent (10%) of the monthly Fees for that month; and (ii) downtime below 99.0% shall result in a credit equal to twenty-five percent (25%) of the monthly Fees for that month. Credits shall be applied to the next invoice and are in addition to, and not in lieu of, any other rights or remedies available to Buyer.

(d) If the SaaS Services fail to meet the 99.9% uptime commitment for three (3) or more consecutive months, Buyer shall have the right to terminate the Agreement for cause and receive a pro-rated refund of all prepaid Fees attributable to the remaining Subscription Term, without any early termination liability.

5. License and Authorized Use

(a) Subject to the terms and conditions of this Agreement and timely payment of applicable Fees, Vendor hereby grants Buyer a limited, non-exclusive, non-transferable (except as provided in Section 20), worldwide right to access and use the SaaS Services during the Subscription Term solely for Buyer's internal business purposes. Unless otherwise specified in the Order Form, the subscription shall be enterprise-wide, covering all Authorized Users with no per-seat or per-CPU usage limitations.

(b) Buyer may permit Authorized Users to access and use the SaaS Services, provided that Buyer remains responsible for Authorized Users' compliance with this Agreement. Any click-through license terms, acceptable use policies, or similar Vendor terms presented to Authorized Users shall not be binding on Buyer or Authorized Users without Buyer's separate prior written agreement.

(c) Buyer shall not, and shall ensure that Authorized Users do not, do any of the following:

(i) Intellectual Property and Proprietary Rights. Decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code, object code, or non-literal aspects of the SaaS Services — including its underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms — except to the extent expressly permitted by applicable law; copy, "frame," or "mirror" any part of the SaaS Services other than on Buyer's own intranet or for Buyer's own internal business purposes; modify, alter, adapt, translate, or create derivative works based on the SaaS Services, or copy any ideas, features, functions, or graphics thereof; or remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the SaaS Services.

(ii) Commercial and Competitive Restrictions. Sell, assign, transfer, rent, sublicense, resell, or otherwise commercially exploit or distribute the SaaS Services to any third party; use the SaaS Services for any purpose other than Buyer's own internal business purposes; use the SaaS Services to develop, directly or indirectly, any product or service that competes with or is substantially similar to the SaaS Services; or permit any competitor of Vendor to access the SaaS Services through Buyer's account or credentials.

(iii) System Integrity and Security. Store or transmit any robot, malware, trojan horse, spyware, time bomb, or other harmful or malicious code, file, or program through the SaaS Services; take any action that imposes or may impose an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure supporting the SaaS Services, or otherwise abuse or disrupt the integrity or availability of such infrastructure; or circumvent, disable, or otherwise interfere with any security-related or technical features or access controls of the SaaS Services.

(iv) Content and Legal Compliance. Upload or transmit through the SaaS Services any material that violates or infringes upon the rights of others, including privacy rights, Intellectual Property Rights, or any other applicable legal obligation; upload or transmit any content that is unlawful, threatening, invasive of privacy, defamatory, deceptive, pornographic, or otherwise inappropriate, or that encourages conduct constituting a criminal offense; or use the SaaS Services in any manner that violates Applicable Laws, including in relation to data privacy, international communications, and the transmission of technical or personal data.

6. Buyer Data

(a) Ownership. As between the Parties, Buyer owns and retains all right, title, and interest in and to all Buyer Data. Vendor acquires no rights in Buyer Data except the limited right to use Buyer Data solely to the extent necessary to provide the SaaS Services to Buyer under this Agreement. Vendor shall not use, access, analyze, share, sell, license, transfer, or otherwise exploit Buyer Data for any purpose other than the performance of its obligations under this Agreement.

(b) Prohibition on AI Training. Vendor shall not, under any circumstances, use Buyer Data to develop, train, fine-tune, validate, evaluate, or improve any AI model, machine learning algorithm, or automated system, whether Vendor's own or that of any third party. This prohibition applies to all forms of Buyer Data, including aggregated, anonymized, de-identified, or derived data. Any breach of this prohibition shall constitute a material breach of this Agreement.

(c) Data Return and Deletion. Upon Buyer's request at any time, and in any event no later than fifteen (15) days following the expiration or termination of this Agreement for any reason, Vendor shall (i) deliver a complete export of all Buyer Data to Buyer in a commonly used, machine-readable format (e.g., CSV, JSON, or XML) at no additional cost; (ii) provide Buyer with reasonable migration assistance; and (iii) permanently and securely delete or destroy all copies of Buyer Data in Vendor's or any Sub-processor's possession or control, and deliver to Buyer a written certification of such deletion signed by an authorized officer of Vendor within thirty (30) days after the data export is complete.

7. Data Security

(a) Vendor shall implement and maintain comprehensive administrative, technical, and physical safeguards designed to protect Buyer Data from unauthorized access, use, disclosure, modification, or destruction. Such safeguards shall include, at a minimum: (i) AES-256 encryption for data at rest and TLS 1.2 or higher for data in transit; (ii) multifactor authentication for administrative access; (iii) role-based access controls; (iv) regular penetration testing and vulnerability assessments (no less than annually); and (v) a documented and tested incident response plan.

(b) Vendor shall maintain a SOC 2 Type II certification (or equivalent industry-recognized security certification acceptable to Buyer) at all times during the Subscription Term and shall provide Buyer with evidence of such certification upon request and at each annual renewal. Vendor shall also complete any Buyer-provided security questionnaire within thirty (30) days of receipt.

(c) Vendor shall perform daily backups of all Buyer Data and shall retain such backups for a minimum of thirty (30) days. Vendor shall test backup restoration procedures no less than quarterly and shall provide Buyer with a summary of such test results upon request.

(d) Security Incident Notification. Vendor shall notify Buyer in writing of any actual or suspected Security Incident within forty-eight (48) hours of Vendor becoming aware of such incident. The notification shall include, to the extent then known: (i) a description of the nature of the Security Incident; (ii) the categories and approximate volume of Buyer Data involved; (iii) the likely consequences; and (iv) the measures Vendor has taken or proposes to take to address the Security Incident. Vendor shall provide Buyer with regular updates and shall cooperate fully with Buyer's investigation. Vendor shall bear all costs associated with investigation, notification, remediation, and any regulatory response arising from any Security Incident caused by or attributable to Vendor.

8. Sub-processors

(a) Vendor shall not engage any Sub-processor to process Buyer Data without Buyer's prior written consent. Vendor shall maintain a current and accurate list of all approved Sub-processors and shall provide such list to Buyer upon request.

(b) Vendor shall provide Buyer with at least thirty (30) days' prior written notice before engaging any new Sub-processor. Buyer shall have fifteen (15) days from receipt of such notice to object in writing to the new Sub-processor. If Buyer objects and Vendor is unable to resolve Buyer's objection to Buyer's reasonable satisfaction within thirty (30) days of Buyer's objection, Buyer may terminate the affected SaaS Services without penalty and shall receive a pro-rated refund of all prepaid Fees attributable to the terminated services.

(c) Vendor shall impose on all Sub-processors data protection, security, and AI training obligations that are at least as protective of Buyer Data as those set forth in this Agreement. Vendor shall remain fully liable to Buyer for the acts and omissions of all Sub-processors as if they were acts and omissions of Vendor.

9. Fees and Payment Terms

(a) The fees for the SaaS Services shall be as set forth in the applicable Order Form (the "Fees"). No increase in Fees shall be effective during any Subscription Term without Buyer's prior written consent. Vendor shall provide at least ninety (90) days' prior written notice of any proposed Fee increase for any renewal Subscription Term.

(b) Vendor shall issue invoices to Buyer in accordance with the payment schedule set forth in the applicable Order Form. Buyer shall pay all properly invoiced and undisputed amounts due to Vendor within sixty (60) days after Buyer's receipt of a valid, conforming invoice. With respect to transaction fees for remittance of money, each Party shall be responsible for the fees in its respective country.

(c) Without prejudice to any other right or remedy, Buyer reserves the right to set off at any time any amount owed to Buyer by Vendor against any amount payable by Buyer to Vendor under this Agreement.

(d) In the event of a payment dispute, Buyer shall deliver a written statement to Vendor identifying all disputed items and providing a reasonably detailed description of each disputed item. The absence of such notice after the payment due date has elapsed shall not constitute an admission that amounts are undisputed. Undisputed amounts shall be paid within the period set forth in this Section 9, notwithstanding any dispute with respect to other items. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Vendor shall continue performing its obligations under this Agreement notwithstanding any such dispute.

10. Warranties

(a) Service Performance Warranties. Vendor warrants that: (i) the SaaS Services will perform materially in accordance with the Documentation; (ii) Vendor has the right, power, and authority to enter into this Agreement and grant the licenses and rights set forth herein; (iii) the SaaS Services, and Buyer's use thereof in accordance with this Agreement, will not infringe or misappropriate any third party's Intellectual Property Rights; (iv) the SaaS Services will be provided in a professional and workmanlike manner by qualified personnel with the requisite skill, experience, and expertise; (v) the SaaS Services will contain no hidden, restrictive, or harmful code (including viruses, trojan horses, malware, ransomware, or undisclosed disabling mechanisms), and the presence of any such code shall constitute an immediate material breach; and (vi) Vendor will comply with all Applicable Laws in providing the SaaS Services.

(b) Availability Warranty. Vendor warrants the 99.9% monthly availability commitment set forth in Section 4, with scheduled maintenance not to exceed four (4) hours per calendar month upon seventy-two (72) hours' advance notice.

(c) Security Warranty. Vendor warrants that it will maintain industry-standard security measures, including AES-256 encryption for data at rest, TLS 1.2 or higher for data in transit, and timely incident response in accordance with Sections 4 and 7 of this Agreement.

(d) Accessibility Warranty. Vendor warrants that all SaaS Services, web content, and digital products delivered under this Agreement comply with applicable accessibility laws and WCAG 2.1 Level AA (or the then-current equivalent standard) and shall correct any identified accessibility issues at no additional cost to Buyer.

(e) These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance. The warranties in this Section 10 shall survive any delivery, acceptance, or payment.

11. Liability Insurance

Vendor shall maintain, throughout the Subscription Term and for a period of three (3) years thereafter, liability insurance policies covering all activities related to the SaaS Services and as otherwise required under Applicable Law. Without limiting the generality of the foregoing, Vendor shall maintain: (i) commercial general liability insurance with minimum limits of $1,000,000 per occurrence and $3,000,000 in the aggregate; (ii) professional liability / errors and omissions insurance with minimum limits of $2,000,000 per claim and $5,000,000 in the aggregate; (iii) cyber liability insurance with minimum limits of $5,000,000 per occurrence covering Security Incidents, data breaches, privacy liability, network security liability, and regulatory defense and penalties; and (iv) workers' compensation coverage as required by law. All such insurance shall be primary and non-contributory with respect to any other available insurance maintained by Buyer. Vendor shall name Buyer as an additional insured on the commercial general liability policy and shall provide Buyer with certificates of insurance upon request.

12. General Indemnification

(a) Vendor's IP Indemnification — Vendor defends and indemnifies Buyer against third-party claims that the SaaS Services infringe any copyright, misappropriate any trade secret, or infringe any patent, with the standard remedy waterfall (procure rights, modify, or terminate and refund), and carve-outs for unauthorized use, modification, combination, or breach by Buyer.

(b) Vendor's Gross Negligence, Willful Misconduct, and Confidentiality Indemnification — Vendor indemnifies Buyer for Liabilities arising from Vendor's gross negligence, willful misconduct, or material breach of confidentiality.

(c) Buyer's Indemnification — Buyer indemnifies Vendor for Liabilities arising from Buyer's material breach, Buyer's gross negligence or willful misconduct, Buyer's material breach of confidentiality, or a third-party claim that Buyer Data (as processed by Vendor per Buyer's instructions) infringes a third party's IP rights.

13. Intellectual Property Indemnification

Vendor shall, at its expense, defend, indemnify, and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer's or any Indemnitee's access to or use of the SaaS Services in accordance with this Agreement infringes or misappropriates any patent, copyright, trademark, trade secret, or other Intellectual Property Right of any third party. If any such claim is made or is reasonably foreseeable, Vendor shall, at its sole expense and election, and in addition to its indemnification obligations: (i) procure for Buyer the right to continue using the affected SaaS Services; (ii) modify the affected SaaS Services so that they are non-infringing while remaining materially functionally equivalent; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the affected SaaS Services and refund to Buyer all prepaid Fees attributable to the terminated services. In no event shall Vendor enter into any settlement of a claim under this Section without Buyer's prior written consent.

14. Limitation of Liability

(a) Mutual Liability Cap. Subject to Section 14(c), each Party's total cumulative liability to the other arising out of or related to this Agreement, regardless of the form of action and whether based in contract, tort (including negligence or strict liability), statute, or any other legal or equitable theory, shall not exceed the total Fees actually paid or payable by Buyer to Vendor during the twelve (12) calendar months immediately preceding the first event giving rise to the applicable claim.

(b) Mutual Exclusion of Consequential Damages. Subject to Section 14(c), in no event shall either Party be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of revenue, loss of profits, loss of business or goodwill, loss of anticipated savings, business interruption, or cost of substitute services, even if such Party has been advised of the possibility of such damages and even if a limited remedy set forth in this Agreement fails of its essential purpose.

(c) Exceptions — Vendor's Unlimited Liability. The limitations and exclusions set forth in Sections 14(a) and 14(b) shall NOT apply to, and Vendor's liability shall be unlimited and uncapped with respect to, any Losses arising out of or related to: (i) Vendor's indemnification obligations under Sections 12 (General Indemnification) and 13 (Intellectual Property Indemnification); (ii) any Security Incident caused by or attributable to Vendor, or any unauthorized access, use, disclosure, or loss of Buyer Data arising from Vendor's failure to comply with this Agreement; (iii) any breach of the data ownership, prohibition on AI training, or data return and deletion obligations set forth in Section 6; (iv) Vendor's breach of its confidentiality obligations under Section 19; (v) Vendor's fraud, fraudulent misrepresentation, willful misconduct, or gross negligence; (vi) death or bodily injury caused by the acts or omissions of Vendor or its personnel; (vii) Vendor's violation of Applicable Laws; or (viii) Vendor's breach of any obligation for which applicable law prohibits limitation of liability.

(d) Exceptions — Buyer's Obligations. The cap set forth in Section 14(a) shall not apply to: (i) Buyer's obligation to pay Fees properly due and owing under this Agreement; or (ii) Buyer's indemnification obligations, if any, expressly set forth in this Agreement.

(e) Basis of Bargain. The Parties acknowledge that the limitations of liability set forth in this Section 14 reflect a reasonable allocation of risk and form an essential basis of the bargain between the Parties, without which Buyer would not have entered into this Agreement. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

15. Taxes and Duties

Any taxes and duties levied in Vendor's country shall be borne solely by Vendor. Notwithstanding any other provision of this Agreement, the Fees are firm, fixed, and inclusive of all costs, fees, duties, tariffs, and taxes applicable as of the date of the applicable Order Form, except for sales, use, or similar transaction taxes that are required by applicable law to be separately stated on Vendor's invoice. Vendor shall not charge sales, use, or similar transaction taxes unless legally required under applicable law. If Buyer provides a valid direct payment permit, exemption certificate, or other documentation establishing exemption from such taxes, Vendor shall not charge such taxes.

Vendor shall be solely responsible for determining whether it has physical or economic nexus in any applicable jurisdiction and for complying with all related registration, collection, reporting, and remittance obligations. Vendor shall indemnify, defend, and hold Buyer harmless from and against any taxes, interest, penalties, or assessments arising from Vendor's failure to properly determine nexus, collect, remit, or appropriately refrain from collecting transaction taxes in accordance with applicable law. Buyer shall be responsible for use tax solely to the extent required by applicable law and only in jurisdictions where Vendor has no legal obligation to collect sales tax. This Section shall survive the termination or expiration of this Agreement.

16. Compliance with Law

Vendor shall comply with all Applicable Laws in carrying out its obligations under this Agreement. Vendor shall maintain all licenses, permits, consents, authorizations, and approvals required to provide the SaaS Services. Vendor shall comply with all applicable data protection, privacy, and cybersecurity laws and regulations, including without limitation the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable national or state privacy legislation, in connection with its processing of Buyer Data. Vendor further represents and warrants that neither it nor any of its personnel has been (a) debarred by the U.S. Food and Drug Administration under the Generic Drug Enforcement Act or (b) excluded by the U.S. Department of Health and Human Services Office of Inspector General, or any other governmental authority, from participation in any government-funded health care program, including Medicare or Medicaid. Vendor shall ensure that no debarred or excluded individual performs any work or participates in any activity related to this Agreement and shall immediately notify Buyer in writing (with a copy to Buyer's legal counsel) upon becoming aware of any actual or threatened debarment, exclusion, or similar action affecting Vendor, its personnel, or any individual performing work on Vendor's behalf.

For purposes of this Agreement, "Applicable Laws" means all statutes, laws, treaties, rules, regulations, ordinances, codes, permits, directives, judgments, decrees, injunctions, writs, orders, and other requirements issued by any governmental authority that apply to this Agreement or to either Party's activities in connection with this Agreement, including without limitation: (i) the Federal Food, Drug and Cosmetic Act; (ii) the Federal Anti-Kickback Statute and the False Claims Act; (iii) applicable U.S. export-control and sanctions laws, including the Export Administration Regulations (15 C.F.R. Parts 730 and 734) and 31 C.F.R. Chapter V; (iv) applicable data protection and privacy laws, including GDPR and CCPA; (v) the Economic Espionage Act (18 U.S.C. §§ 1831–1839) and applicable state trade secret laws; and (vi) federal and state pay-equity and pay-transparency laws.

17. Termination

(a) Termination for Convenience. Buyer shall have the right to terminate this Agreement or any Order Form at any time by providing thirty (30) days' prior written notice to Vendor. Upon such termination, Vendor's sole and exclusive remedy is payment for SaaS Services actually rendered and accepted by Buyer prior to the effective date of termination, and Vendor shall refund to Buyer a pro-rated portion of any prepaid Fees attributable to the remaining portion of the then-current Subscription Term.

(b) Termination for Cause. Buyer may terminate this Agreement with immediate effect upon written notice to Vendor if: (i) Vendor has materially breached any provision of this Agreement and, where such breach is capable of cure, has failed to cure such breach within fifteen (15) days after Buyer's delivery of written notice thereof; (ii) Vendor becomes insolvent, files a petition for bankruptcy, or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; (iii) the SaaS Services fail to meet the uptime warranty set forth in Section 4 for three (3) or more consecutive months; (iv) Vendor suffers a Security Incident that Buyer, in its reasonable judgment, deems material; or (v) Vendor breaches the prohibition on use of Buyer Data for AI training set forth in Section 6(b). Upon termination for cause by Buyer, Vendor shall refund to Buyer all prepaid Fees attributable to the remaining portion of the then-current Subscription Term and shall bear all costs associated with data return and migration assistance as described in Section 6(c).

(c) Effect of Termination. Upon any expiration or termination of this Agreement: (i) the rights and licenses granted to Buyer under Section 5 shall immediately terminate; (ii) Vendor shall perform its data return and deletion obligations as set forth in Section 6(c); and (iii) all provisions of this Agreement that by their nature should survive shall so survive, including Sections 1, 6, 12, 13, 14, 15, 18, 19, 21, 23, 24, 25, and 26.

18. Waiver

No waiver by Buyer of any provision of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19. Confidential Information

All non-public, confidential, or proprietary information of Buyer, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Buyer to Vendor, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," is confidential, solely for the purpose of performing this Agreement, and may not be disclosed, copied, or used for any other purpose without Buyer's prior written authorization. For the avoidance of doubt, all Buyer Data is Buyer's Confidential Information.

Upon Buyer's request, Vendor shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive or other equitable relief for any violation of this Section, in addition to all other rights and remedies available at law or in equity, without the requirement of posting a bond or proving actual damages. This Section does not apply to information that is: (a) in the public domain through no fault of Vendor; (b) known to Vendor at the time of disclosure, as evidenced by contemporaneous written documentation; (c) rightfully obtained by Vendor on a non-confidential basis from a third party not under any obligation of confidentiality to Buyer; or (d) independently developed by Vendor without use of or reference to Buyer's Confidential Information, as evidenced by contemporaneous written documentation. Vendor's confidentiality obligations shall survive for a period of five (5) years following the expiration or termination of this Agreement; provided, however, that with respect to any Buyer Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for so long as such information remains a trade secret.

Nothing in this Agreement limits or restricts any individual's legally protected right to file a charge or complaint with, or provide information to, a governmental or regulatory authority, including the U.S. Securities and Exchange Commission, without notice to or authorization from Buyer.

20. Assignment

Vendor shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Vendor of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Vendor's prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer's assets or business to which this Agreement relates.

21. Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

22. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any and all disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be exclusively and finally resolved by arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules then in effect, which are deemed incorporated by reference herein. The number of arbitrators shall be one (1), the seat of arbitration shall be New Jersey, United States of America, and the arbitral proceedings shall be conducted in the English language. The judgment rendered by the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. Nothing in this Agreement shall be deemed to limit or waive either Party's right to seek temporary or preliminary injunctive relief from any court of competent jurisdiction in aid of arbitration. All arbitration proceedings and related information, documents, and materials shall be confidential and shall not be disclosed except to the extent necessary to enforce the award or as required by law.

24. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the face of the applicable Order Form, or to such other address as may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (a) upon receipt by the receiving Party and (b) if the Party giving the Notice has complied with the requirements of this Section.

25. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify the Agreement to effect the original intent of the Parties as closely as possible.

26. Survival

Provisions of this Agreement which by their nature should apply beyond the Subscription Term will remain in force after any termination or expiration, including without limitation the following Sections: Definitions (Section 1), Buyer Data (Section 6), Data Security (Section 7), Fees and Payment Terms (Section 9) (with respect to amounts accrued prior to termination), Warranties (Section 10), General Indemnification (Section 12), Intellectual Property Indemnification (Section 13), Limitation of Liability (Section 14), Taxes and Duties (Section 15), Compliance with Law (Section 16), Termination (Section 17(c)), Waiver (Section 18), Confidential Information (Section 19), Governing Law and Jurisdiction (Section 23), and Survival (this Section 26).

27. Entire Agreement

This Agreement constitutes the entire agreement between Buyer and Vendor with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral, relating to such subject matter. No prior drafts of this Agreement shall be used in the interpretation or construction of this Agreement.

28. Amendment and Modification

This Agreement may only be amended or modified by a written instrument that expressly states that it amends this Agreement and is signed by an authorized representative of each Party. No amendment proposed by Vendor shall be effective unless countersigned by an authorized representative of Buyer.

These General Terms and Conditions for Software-as-a-Service are proprietary to Celltrion Branchburg, LLC. Unauthorized reproduction or distribution is prohibited.