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C8 Sciences End User License Agreement

This End User License Agreement (this "EULA") between the person or entity accepting this EULA (the "Purchaser") and BeCaid, LLC d/b/a C8 Sciences, a Delaware limited liability company ("C8 Sciences"), grants the Purchaser a right to access and use certain of C8 Sciences proprietary software applications as well as documentation and professional development training ("PDT") materials that may be provided to Purchaser by C8 Sciences (collectively, the "C8 Sciences Materials").

Please read this EULA carefully. BY ACCEPTING THIS EULA WITH C8 SCIENCES AND using the C8 Sciences Materials, Purchaser ACKNOWLEDGEs THAT it has READ ALL TERMS AND CONDITIONS OF THIS EULA, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM.

License of C8 Sciences Materials. C8 Sciences grants the Purchaser and Purchaser's designated Users only (if Users are so designated and authorized by the Agreement, collectively the "Users") a limited, revocable, non-exclusive, non-transferable, non-assignable right and license to access the C8 Sciences Materials through a website designated by C8 Sciences and to use the C8 Sciences Materials in printed form during the Term (defined in Section 10 of this EULA) solely for use for their own educational and cognitive improvement purposes. Purchaser and Users shall not (a) sell, rent, lease, transfer, distribute, publish, reproduce, copy, display, or prepare derivative works from the C8 Sciences Materials or any part thereof; (b) attempt to decipher, reverse engineer, disassemble, or decompile the C8 Sciences Materials; (c) reproduce, deactivate, or bypass any security devices supplied with the C8 Sciences Materials; (d) remove, alter or obscure any copyright notice or other notice of C8 Sciences' proprietary rights used in connection with the C8 Sciences Materials; or (e) use or engage in any activities not authorized by this EULA. Any unauthorized or prohibited uses of the C8 Sciences Materials by Purchaser or any of its Users may result in suspension or termination of Purchaser's right to access and use the C8 Sciences Materials; and C8 Sciences reserves all rights to pursue any additional legal and equitable claims that may be available.
User Data. Purchaser acknowledges that the data and information (the "User Data") entered into the C8 Sciences Materials will be collected and utilized by C8 Sciences for purposes of providing the products and/or services offered by the C8 Sciences Materials as well as for general scientific and research purposes, and Purchaser hereby grants C8 Sciences an irrevocable, perpetual right and license to use the User Data for such purposes.
?User IDs and Passwords. Purchaser will establish a unique ?User Name and Password for their account and for each student user. Purchaser will protect the confidentiality of all such ?user identification codes and passwords and will be strictly liable for any unauthorized access or use of the C8 Sciences Materials. ?
Support. If Purchaser finds any error or defect with the C8 Sciences Materials, Purchaser shall e-mail support@C8Sciences.com, and provide a brief description of the error or defect experienced, referencing User Names and time of occurrence when applicable.
Ownership. All right, title and interest, including all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets) and moral rights (including rights of authorship and subsequent modification) in and related to the C8 Sciences Materials are solely and exclusively owned by, and are hereby exclusively reserved by, C8 Sciences. Other than the limited rights expressly granted in Section 1 of this EULA, no other right, title or interest in or to the C8 Sciences Materials or any of its components is transferred or granted to Purchaser under this EULA, any Purchaser Agreement, or otherwise.
Purchaser Warranty. Purchaser warrants to C8 Sciences that: (a) it has the full power and authority to enter into and to carry out its obligations under this EULA and, if applicable, the Agreement; (b) upon acceptance of this EULA and, if applicable, the Agreement, by Purchaser, each of this EULA and the Agreement shall be the legal, valid, and binding obligation of Purchaser, enforceable against it in accordance with its terms; and (c) it will comply with all applicable laws and regulations relating to its performance and/or obligations under this EULA.
Purchaser Indemnification. Purchaser shall defend, at its sole cost and expense (except that ?if Purchaser does not assume the defense of ?such action in a reasonable period of time, C8 Sciences? may assume such defense and the legal fees and ?expenses of C8 Sciences will be indemnified by Purchaser), and hold C8 Sciences and its directors, officers, employees, agents, or representatives harmless from and against any liabilities, costs, ?damages, penalties, judgments and expenses ??(including legal expenses) ?incurred or suffered by C8 Sciences or its directors, officers, employees, agents, or representatives as a result of any third-party claim arising out of (a) Purchaser's or any User's use of the C8 Sciences Materials in a manner not authorized by this EULA or, if applicable, the Agreement; (b) Purchaser's breach of Section 6(c) of this EULA; (c) Purchaser's breach of its confidentiality obligations under Section 6 of this EULA; or (d) the gross negligence or willful misconduct of Purchaser, its personnel or any of its Users.
Disclaimers. Except for any warranties that are expressly provided by C8 Sciences to Purchaser in an Agreement, the C8 Sciences Materials are provided "AS-IS" and their use is at Purchaser's own risk. TO THE MAXIMUM EXTENT PERMITTED BY LAW, C8 SCIENCES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. C8 Sciences does not warrant that the C8 Sciences Materials shall be operable, uninterrupted or error free, or that the C8 Sciences Materials meet Purchaser's ?requirements, will yield any specific results, or will function or operate in conjunction with any other product or hardware. Purchaser acknowledges that the Internet consists of a series of networks that are subject to failures and errors in operation and transmission, and any software used or designed to operate on or with the Internet is subject to failures and errors caused by the operation or failure of, or defects in, the Internet. Any data transmitted over the Internet, even when transmitted with security protections, is subject to possible access, modification, diversion, corruption and disclosure by unintended parties. In no event shall C8 Sciences be liable for any damages arising from or as a result of any such failures, errors, access, modifications, diversions or disclosures.
Limitation of Liability and Refund Policy. ? You acknowledge and agree that we, in our sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, our websites and the Content, and remove and discard any information or content related to your use of our websites, for any reason, including if we believe that you have violated this Agreement or any of the Terms of Use. You further agree that we shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with our websites or with any of our terms, conditions, rules, policies, guidelines, or practices in operating our websites, your sole and exclusive remedy is to discontinue using our websites. Any amounts payable for our products shall be payable in advance, and we shall not be required to refund to you any amounts prepaid.   
Term. This EULA will remain in effect until the earliest to occur of: (a) twelve (12) months, (b) Purchaser ceasing all use of the C8 Sciences Materials, or (c) C8 Sciences terminating Purchaser's right to access and use the C8 Sciences Materials (the "Term").
Governing Law and Venue. This EULA and any Agreement shall be interpreted and construed under the laws of the State of Connecticut without regard to its conflict of laws principles. Any claim or legal action by one party against the other party arising under this EULA shall be commenced in any state or federal court located in the State of Connecticut, and both parties submit to the jurisdiction and venue of any such court.