Term and Conditions - Marcell Tech

PLEASE READ THIS

AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND

REMEDIES.

1. OVERVIEW

This Universal Terms of

Service Agreement (this “Agreement”) is entered into by and between MARCELL-TECH., a

UNITED KINGDOM company, (MARCELLTECH”) and you, and is made effective as of the date of your use of this website

(“Site”) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of

your use of the Site and the products and services purchased or accessed through this Site (individually and

collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that

apply to the particular Services. Whether you are simply browsing or using this Site or purchase Services,

your use of this Site and your electronic acceptance of this Agreement signifies that you have read,

understand, acknowledge and agree to be bound by this Agreement, along with the following policies,

including Privacy Policy and the applicable product agreements, which are incorporated herein by

reference:

The terms “we”, “us” or

“our” shall refer to MARCELLTECH. The terms “you”, “your”, “User” or “customer” shall refer to any individual or

entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this

Agreement shall be deemed to confer any third-party rights or benefits. MARCELLTECH may, in its sole and

absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated

herein, at any time, and such changes or modifications shall be effective immediately upon posting to this

Site. Your use of this Site or the Services after such changes or modifications have been made shall

constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this

Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, MARCELLTECH

may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very

important that you keep your shopper account (“Account”) information current. MARCELLTECH assumes no liability

or responsibility for your failure to receive an email notification if such failure results from an

inaccurate email address.

2. ELIGIBILITY;

AUTHORITY

This Site and the Services

are available only to Users who can form legally binding contracts under applicable law. By using this Site

or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii)

otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not

a person barred from purchasing or receiving the Services found under the laws of the UNITED KINGDOM or other

applicable jurisdiction. If you are entering into this Agreement on behalf of a corporate entity, you

represent and warrant that you have the legal authority to bind such corporate entity to the terms and

conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall

refer to such corporate entity. If, after your electronic acceptance of this Agreement, MARCELLTECH finds that

you do not have the legal authority to bind such corporate entity, you will be personally responsible for

the obligations contained in this Agreement, including, but not limited to, the payment obligations. MARCELLTECH

shall not be liable for any loss or damage resulting from MARCELLTECH’s reliance on any instruction, notice,

document or communication reasonably believed by MARCELLTECH to be genuine and originating from an authorized

representative of your corporate entity. If there is reasonable doubt about the authenticity of any such

instruction, notice, document or communication, MARCELLTECH reserves the right (but undertakes no duty) to

require additional authentication from you. You further agree to be bound by the terms of this Agreement for

transactions entered into by you, anyone acting as your agent and anyone who uses your account or the

Services, whether or not authorized by you.

3. ACCOUNTS; TRANSFER OF

DATA ABROAD

Accounts. In order to

access some of the features of this Site or use some of the Services, you will have to create an Account.

You represent and warrant to MARCELLTECH that all information you submit when you create your Account is

accurate, current and complete, and that you will keep your Account information accurate, current and

complete. If MARCELLTECH has reason to believe that your Account information is untrue, inaccurate, out-of-date

or incomplete, MARCELLTECH reserves the right, in its sole and absolute discretion, to suspend or terminate your

Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you

or not, and you must keep your Account information secure, including without limitation your customer

number/login, password, Payment Method(s) (as defined below). For security purposes, MARCELLTECH recommends that

you change your password at least once every six (6) months for each Account. You must notify MARCELLTECH

immediately of any breach of security or unauthorized use of your Account. MARCELLTECH will not be liable for

any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss

MARCELLTECH or others incur caused by your Account, whether caused by you, or by an authorized person, or by an

unauthorized person. Transfer of Data Abroad. If you are visiting this Site from a country other than

the country in which our servers are located, your communications with us may result in the transfer of

information (including your Account information) across international boundaries. By visiting this Site and

communicating electronically with us, you consent to such transfers.

4. AVAILABILITY OF

WEBSITE/SERVICES

Subject to the terms and

conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable

efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a

week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for

any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or

replacements that we undertake from time to time; or causes beyond our reasonable control or that are not

reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or

digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge

and agree that we have no control over the availability of this Site or the Service on a continuous or

uninterrupted basis, and that we assume no liability to you or any other party with regard thereto. From

time to time, MARCELLTECH may offer new Services (limited preview services or new features to existing Services)

in a pre-release version. New Services, new features to existing Services or limited preview services shall

be known, individually and collectively, as “Trial Services”. If you elect to use any Trial Services, then

your use of the Trial Services is subject to the following terms and conditions: (i) You acknowledge and

agree that the Trial Services are pre-release versions and may not work properly; (ii) You acknowledge and

agree that your use of the Trial Services may expose you to unusual risks of operational failures; (iii) The

Trial Services are provided AS-IS, so we do not recommend using them in production or mission critical

environments; (iv) MARCELLTECH reserves the right to modify, change, or discontinue any aspect of the Trial

Services at any time; (v) Commercially released versions of the Trial Services may change substantially, and

programs that use or run with the Trial Services may not work with the commercially released versions or

subsequent releases; (vi) MARCELLTECH may limit availability of customer service support time dedicated to

support of the Trial Services; (vii) You acknowledge and agree to provide prompt feedback regarding your

experience with the Trial Services in a form reasonably requested by us, including information necessary to

enable us to duplicate errors or problems you experience. You acknowledge and agree that we may use your

feedback for any purpose, including product development purposes. At our request you will provide us with

comments that we may use publicly for press materials and marketing collateral. Any intellectual property

inherent in your feedback or arising from your use of the Trial Services shall be owned exclusively by

MARCELLTECH; (viii) You acknowledge and agree that all information regarding your use of the Trial Services,

including your experience with and opinions regarding the Trial Services, is confidential, and may not be

disclosed to a third party or used for any purpose other than providing feedback to MARCELLTECH; (ix) The Trial

Services are provided “as is”, “as available”, and “with all faults”. To the fullest extent permitted by

law, MARCELLTECH disclaims any and all warranties, statutory, express or implied, with respect to the Trial

Services including, but not limited to, any implied warranties of title, merchantability, fitness for a

particular purpose and non-infringement. You acknowledge and agree that you have the necessary rights and

permissions to share all information necessary to provide the Services with MARCELLTECH. You acknowledge and

agree that the Services may be provided by independent contractors or third-party service providers. All

paid support services are non-refundable.

5. GENERAL RULES OF

CONDUCT

You acknowledge and

agree that:

1. Your use of this Site

and the Services, including any content you submit, will comply with this Agreement and all applicable

local, state, national and international laws, rules and regulations.

2. You will not collect or

harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public

or personally identifiable information about another User or any other person or entity without their

express prior written consent.

3. You will not use

this Site or the Services in a manner (as determined by MARCELLTECH in its sole and absolute

discretion) that:

1. Is illegal, or promotes or

encourages illegal activity;

2. Promotes, encourages or

engages in child pornography or the exploitation of children;

3. Promotes, encourages or

engages in terrorism, violence against people, animals, or property;

4. Promotes, encourages or

engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

5. Promotes, encourages or

engages in the sale or distribution of prescription medication without a valid prescription;

6. Infringes on the intellectual

property rights of another User or any other person or entity;

7. Violates the privacy or publicity

rights of another User or any other person or entity, or breaches any duty of confidentiality that you

owe to another User or any other person or entity;

8. Interferes with the operation

of this Site or the Services found at this Site;

9. Contains or installs any viruses,

worms, bugs, Trojan horses, Cryptocurrency Miners or other code, files or programs designed to, or

capable of, using many resources, disrupting, damaging or limiting the functionality of any software or

hardware; or

10. Contains false or deceptive

language, or unsubstantiated or comparative claims,

regarding MARCELLTECH or MARCELLTECH’s Services.

4. You will not copy

or distribute in any medium any part of this Site or the Services, except where expressly authorized

by MARCELLTECH.

5. You will not modify

or alter any part of this Site or the Services found at this Site or any of its related technologies.

6. You will not access

MARCELLTECH Content (as defined below) or User Content through any technology or means other than through this

Site itself, or as MARCELLTECH may designate.

7. You agree to back-up all

of your User Content so that you can access and use it when needed. MARCELLTECH does not warrant that it

backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User

Content.

8. You will not re-sell or

provide the Services for a commercial purpose, including any of MARCELLTECH’s related technologies, without

MARCELLTECH ‘s express prior written consent.

9. You agree to

provide government-issued photo identification and/or government-issued business identification as required

for verification of identity when requested.

10. You are aware that

MARCELLTECH may from time-to-time call you about your account. You will be informed about such recording,

purposes thereof, as well as any other information will be provided to you as required by applicable law.

You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may

be submitted as evidence in any legal proceeding, in which MARCELLTECH is a party. MARCELLTECH reserves the

right to modify, change, or discontinue any aspect of this Site or the Services, including without

limitation prices and fees for the same, at any time.

6. YOUR USE OF MARCELLTECH

CONTENT AND USER CONTENT

In addition to the general

rules above, the provisions in this Section apply specifically to your use of MARCELLTECH Content and User

Content posted to MARCELLTECH’s corporate websites (i.e., those sites which MARCELLTECH directly

controls or maintains). The applicable provisions are not intended to and do not have the effect of

transferring any ownership or licensed rights (including intellectual property rights) you may have in

content posted to your hosted websites. MARCELLTECH Content. Except for User Content, the content on this

Site and the Services, including without limitation the text, software, scripts, source code, API, graphics,

photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained

therein (MARCELLTECH Content”), are owned by or licensed to MARCELLTECH in perpetuity, and are subject to

intellectual property rights under UNITED KINGDOM and foreign laws. MARCELLTECH Content is provided to you “as

is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may

not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or

otherwise exploited for any purposes whatsoever without the express prior written consent of MARCELLTECH.

No right or license under any copyright, trademark, patent, or other proprietary right or license is granted

by this Agreement. MARCELLTECH reserves all rights not expressly granted in and to the MARCELLTECH

Content, this Site and the Services, and this Agreement do not transfer ownership of any of these

rights.

User Content. Some of the

features of this Site or the Services may allow Users to view, post, publish, share, store, or manage (a)

ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or

other content, including but not limited to photos and videos (together with User Submissions, “User

Content”). User Content includes all content submitted through your Account. By posting or publishing User

Content to this Site or to the Services, you represent and warrant to MARCELLTECH that (i) you have all

necessary rights to distribute User Content via this Site or via the Services, either because you are the

author of the User Content and have the right to distribute the same, or because you have the appropriate

distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other

owner of the User Content, and (ii) the User Content does not violate the rights of any third

party.

Security. You agree not to

circumvent, disable or otherwise interfere with the security-related features of this Site or the Services

found at this Site (including without limitation those features that prevent or restrict use or copying of

any MARCELLTECH Content or User Content) or enforce limitations on the use of this Site or the Services found at

this Site, the MARCELLTECH Content or the User Content therein.

7. MARCELLTECH’S USE OF USER

CONTENT

The provisions in this

Section apply specifically to MARCELLTECH’s use of User Content posted

to MARCELLTECH’s corporate websites (i.e., those sites which MARCELLTECH directly controls or

maintains). The applicable provisions are not intended to and do not have the effect of transferring any

ownership or licensed rights (including intellectual property rights) you may have in content posted to your

hosted websites. Generally. You shall be solely responsible for any and all of your User Content or User

Content that is submitted through your Account, and the consequences of, and requirements for, distributing

it. With Respect to User Submissions. You acknowledge and agree that:

1. Your User

Submissions are entirely voluntary.

2. Your User

Submissions do not establish a confidential relationship or obligate MARCELLTECH to treat your User

Submissions as confidential or secret.

3. MARCELLTECH has no

obligation, either express or implied, to develop or use your User Submissions, and no compensation is

due to you or to anyone else for any intentional or unintentional use of your User

Submissions.

4. MARCELLTECH may be

working on the same or similar content, it may already know of such content from other sources, it may

simply wish to develop this (or similar) content on its own, or it may have taken / will take some other

action.

MARCELLTECH shall own exclusive rights (including all intellectual property and other

proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the

unrestricted use and dissemination of any User Submissions posted to this Site for any purpose,

commercial or otherwise, without acknowledgment or compensation to you or to anyone else. With Respect

to User Content (Other Than User Submissions). If you have a website or other content hosted

by MARCELLTECH, you shall retain all of your ownership or

licensed rights in User Content. By posting or publishing User Content to this Site or through the

Services, you authorize MARCELLTECH to use the intellectual

property and other proprietary rights in and to your User Content to enable inclusion and use of the

User Content in the manner contemplated by this Site and this Agreement. You hereby

grant MARCELLTECH a worldwide, non-exclusive, royalty-free,

sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare

derivative works of, combine with other works, display, and perform your User Content in connection with

this Site, the Services and MARCELLTECH’s

(and MARCELLTECH’saffiliates’) business(es), including without

limitation for promoting and redistributing all or part of this Site in any media formats and through

any media channels without restrictions of any kind and without payment or other consideration of any

kind, or permission or notification, to you or any third party. You also hereby grant each User of this

Site a non-exclusive license to access your User Content (with the exception of User Content that you

designate “private” or “password protected”) through this Site, and to use, reproduce, distribute,

prepare derivative works of, combine with other works, display, and perform your User Content as

permitted through the functionality of this Site and under this Agreement. The above licenses granted by

you in your User Content terminate within a commercially reasonable time after you remove or delete your

User Content from this Site. You understand and agree, however, that MARCELLTECH may retain (but not distribute, display, or perform) server copies of your

User Content that have been removed or deleted. The above licenses granted by you in your User Content

are perpetual and irrevocable. Notwithstanding anything to the contrary contained

herein, MARCELLTECH shall not use any User Content that has been

designated “private” or “password protected” by you for the purpose of promoting this Site

or MARCELLTECH (or MARCELLTECH affiliates’) business(es).

8. MONITORING OF CONTENT;

ACCOUNT TERMINATION POLICY

MARCELLTECH generally does not

pre-screen User Content (whether posted to a website hosted by MARCELLTECH or posted to this Site).

However, MARCELLTECH reserves the right (but undertakes no duty) to do so and decide whether any item of

User Content is appropriate and/or complies with this Agreement. MARCELLTECH may remove any item of User

Content (whether posted to a website hosted by MARCELLTECH or posted to this Site) and/or terminate a

User’s access to this Site or the Services found at this Site for posting or publishing any material in

violation of this Agreement, or for otherwise violating this Agreement (as determined by MARCELLTECH in its

sole and absolute discretion), at any time and without prior notice. MARCELLTECH may also terminate a

User’s access to this Site or the Services found at this Site if MARCELLTECH has reason to believe the User

is a repeat offender. If MARCELLTECH terminates your access to this Site or the Services found at this

Site, MARCELLTECH may, in its sole and absolute discretion, remove and destroy any data and files stored by

you on its servers.

9. ADDITIONAL RESERVATION

OF RIGHTS

MARCELLTECH expressly reserves

the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or

Services (including the right to cancel or transfer any domain name registration) for any reason (as

determined by MARCELLTECH in its sole and absolute discretion), including but not limited to the following:

(i) to correct mistakes made by MARCELLTECH in offering or delivering any Services (including any domain

name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain

name registry, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply

with court orders against you and/or your domain name or website and applicable local, state, national and

international laws, rules and regulations, (v) to comply with requests of law enforcement, including

subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or

threatened legal action without consideration for whether such legal action or threatened legal action is

eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the

part of MARCELLTECH, its officers, directors, employees and agents, as well as MARCELLTECH’s affiliates,

including, but not limited to, instances where you have sued or threatened to sue MARCELLTECH. MARCELLTECH

expressly reserves the right to terminate, without notice to you, any and all Services where,

in MARCELLTECH ‘s sole discretion, you are harassing or threatening any of MARCELLTECH

‘s employees.

10. NO SPAM; LIQUIDATED

DAMAGES

No Spam. We do not tolerate

the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming.

Customers suspected to be using our products and services for the purpose of sending spam are fully

investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve

the situation. We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email

(UBE) or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or

otherwise, without first obtaining prior confirmed consent to receive these communications. This can

include, but is not limited to, the following:

1. Email

Messages

2. Newsgroup

postings

3. Windows system

messages

4. Pop-up messages

(aka “adware” or “spyware” messages)

5. Instant messages

(using AOL, MSN, Yahoo or other instant messenger programs)

6. Online chat room

advertisements

7. Guestbook or

Website Forum postings

8. Facsimile

Solicitations

9. Text/SMS

Messages

We will not allow our

servers and services to be used for the purposes described above. In order to use our products and services,

you must not only abide by all applicable laws and regulations but you must also abide by this no spam

policy. Commercial advertising and/or bulk emails or faxes may only be sent to recipients who have

“opted-in” to receive messages. They must include a legitimate return address and reply-to address, the

sender’s physical address, and an opt-out method in the footer of the email or fax. Upon request by us,

conclusive proof of opt-in may be required for an email address or fax number. If we determine the services

in question are being used in association with spam, we will re-direct, suspend, or cancel any web site

hosting, domain registration, email boxes or other applicable services until customer responds. The

registrant or customer will be required to respond by email to us stating that they will cease to send spam

and/or have spam sent on their behalf. In the event we determine the abuse has not stopped after services

have been restored the first time, we may terminate the hosting and email boxes associated with the domain

name in question. We encourage all customers and recipients of email generated from our products and

services to report suspected spam. Suspected abuse can be reported by email marceltechgb@foxmailproxy.com Liquidated

Damages. You agree that we may immediately terminate any Account which we believe, in our sole and absolute

discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email.

11. TRADEMARK AND/OR

MARCELLTECH supports the protection of intellectual property. If you would like to submit

(i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service

mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer

to MARCELLTECH’s Trademark and/or Copyright Infringement

Policy referenced above.

12. LINKS TO THIRD-PARTY

WEBSITES

This Site

and the Services found at this Site may contain links to third-party websites that are not owned or

controlled by MARCELLTECH. MARCELLTECH assumes no

responsibility for the content, terms and conditions, privacy policies, or practices of any third-party

websites. In addition, MARCELLTECH does not censor or edit the

content of any third-party websites. By using this Site or the Services found at this Site, you

expressly release MARCELLTECH from any and all liability arising

from your use of any third-party website. Accordingly, MARCELLTECH encourages you to be aware when you leave this Site or the Services found at

this Site and to review the terms and conditions, privacy policies, and other governing documents of

each other website that you may visit.

13. DISCLAIMER OF

REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY

ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN

RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS

AVAILABLE” AND “WITH ALL FAULTS”. MARCELLTECH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL

THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND

NON-INFRINGEMENT. MARCELLTECH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR

WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS,

OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR

(III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR

OTHERWISE) TO THIS SITE, AND MARCELLTECH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU

SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY MARCELLTECH,

ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER

SERVICE REPRESENTATIVES), AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR

(II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS

SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND

WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or

expiration of this Agreement or your use of this Site or the Services found at this Site.

14. LIMITATION OF

LIABILITY

IN NO EVENT SHALL MARCELLTECH,

ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY

OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES

WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II)

THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR

OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS,

BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE

WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR

SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND

DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES

LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS,

TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH

HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS

DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE

OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF

THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL

OR EQUITABLE THEORY, AND WHETHER OR NOT MARCELLTECH IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION,

You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or

the Services found at this Site must be commenced within one (1) year after the cause of action accrues,

otherwise such cause of action shall be permanently barred. ITHE FOREGOING LIMITATION OF LIABILITY SHALL

APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this

Agreement or your use of this Site or the Services found at this Site.

15. INDEMNITY

You agree to protect,

defend, indemnify and hold harmless MARCELLTECH and its officers, directors, employees, agents, and third

party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities

and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed

upon or incurred by MARCELLTECH directly or indirectly arising from (i) your use of and access to this Site

or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies

or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including

without limitation any intellectual property or other proprietary right. The indemnification obligations

under this section shall survive any termination or expiration of this Agreement or your use of this Site or

the Services found at this Site.

16. DISCONTINUED SERVICES;

END OF LIFE POLICY

MARCELLTECH reserves the right

to cease offering or providing any of the Services at any time, for any or no reason, and without prior

notice. Although MARCELLTECH makes great effort to maximize the lifespan of all its Services, there are

times when a Service we offer will be discontinued or reach its End-of-Life (“EOL”). If that is the case,

that product or service will no longer be supported by MARCELLTECH, in any way, effective on the EOL date.

Notice and Migration. In the event that any Service we offer has reached or will reach EOL, we will

attempt to notify you thirty or more days in advance of the EOL date. It is your responsibility to take all

necessary steps to replace the Service by migrating to a new Service before the EOL date, or by entirely

ceasing reliance on said Service before the EOL date. In either case, MARCELLTECH will either offer a

comparable Service for you to migrate to for the remainder of the term of your purchase, a prorated in-store

credit, or a prorated refund, to be determined by MARCELLTECH in its sole and absolute

discretion. MARCELLTECH may, with or without notice to you, migrate you to the most up-to-date version of

the Service, if available. You agree to take full responsibility for any and all loss or damage arising

from any such migration. No Liability. MARCELLTECH will not be liable to you or any third party for any

modification, suspension, or discontinuance of any of the Services we may offer or facilitate access

to.

17. FEES AND

PAYMENTS

You acknowledge and

agree that your Payment Method will be charged and processed by MARCELL-TECH. (A) GENERAL

TERMS, INCLUDING AUTOMATIC RENEWAL TERMS You agree to pay any and all prices and fees due for Services

purchased or obtained at this Site at the time you order the Services. All prices and fees are

non-refundable unless otherwise expressly noted in the Refund Policy section below, even if your Services

are suspended, terminated, or transferred prior to the end of the Services term. MARCELLTECH expressly reserves

the right to change or modify its prices and fees at any time, and such changes or modifications shall be

posted online at this Site and effective immediately without need for further notice to you. If you have

purchased or obtained Services for a period of months or years, changes or modifications in prices and fees

shall be effective when the Services in question come up for renewal as further described below. Except as

prohibited in any product-specific agreement, you may pay for Services by utilizing any of the following

“Payment Methods”: (i) by providing a valid credit card, (ii) by using PayPal (as defined below), or (iii)

via in-store credit balances, if applicable (and as defined below), each a “Payment Method”. For Services

that offer “Express Checkout”, clicking the Express Checkout button will automatically place an order for

that Service and charge the primary Payment Method on file for your Account. Confirmation of that order will

be sent to the email address on file for your Account. Your Payment Method on file must be kept valid if you

have any active Services in your Account. You acknowledge and agree that where refunds are issued to your

Payment Method, MARCELLTECH ‘s issuance of a refund receipt is only confirmation that MARCELLTECH has submitted your

refund to the Payment Method charged at the time of the original sale, and that MARCELLTECH has absolutely no

control over when the refund will be applied towards your Payment Method’s available balance. You further

acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment

Method establish and regulate the time frames for posting your refund, and that such refund posting time

frames may range from five (5) business days to a full billing cycle, or longer. In the event a refund is

issued to your Payment Method and the payment provider, payment processor or individual issuing bank

associated with your Payment Method imposes any limitations on refunds, including but not limited to,

limitations as to the timing of the refund or the number of refunds allowed, then MARCELLTECH, in its sole and

absolute discretion, reserves the right to issue the refund in the form of an in-store credit. MARCELLTECH also

has the right, but not the obligation, to offer an in-store credit for customers seeking refunds, even if

there are no limitations on refunds imposed by the Payment Method. For the avoidance of doubt, any and all

refunds processed via the issuance of in-store credits are solely within MARCELLTECH’s discretion and are not

available at customer request. In order to ensure that you do not experience an interruption or loss of

Services, most Services offer an automatic renewal option. The automatic renewal option automatically renews

the applicable Service for a renewal period equal in time to the most recent service period, except for

domain names which will renew for the original service period. For example, for products other than domains,

if your last service period is for one year, your renewal period will be for one year. While the details of

the automatic renewal option vary from Service to Service, the Services that offer an automatic renewal

option treat it as the default setting. Therefore, unless you disable the automatic renewal option, MARCELLTECH

will automatically renew the applicable Service when it comes up for renewal and will take payment from the

Payment Method you have on file with MARCELLTECH at MARCELLTECH’s then current rates, which you acknowledge and

agree may be higher or lower than the rates for the original service period. In order to see the renewal

settings applicable to you and your Services, simply log into your members area and find the respective

account. You may enable or disable the automatic renewal option at any time. However, should you elect to

disable the automatic renewal option and fail to manually renew your Services before they expire, you may

experience an interruption or loss of Services, and MARCELLTECH shall not be liable to you or any third party

regarding the same. In addition, MARCELLTECH may participate in “recurring billing programs” or “account updater

services” supported by your credit card provider (and ultimately dependent on your bank’s participation). If

you are enrolled in an automatic renewal option and we are unable to successfully charge your existing

Payment Method, your credit card provider (or your bank) may notify us of updates to your credit card number

and/or expiration date, or they may automatically charge your new credit card on our behalf without

notification to us. In accordance with recurring billing program requirements, in the event that we are

notified of an update to your credit card number and/or expiration date, MARCELLTECH will automatically update

your payment profile on your behalf. MARCELLTECH makes no guarantees that we will request or receive updated

credit card information. You acknowledge and agree that it is your sole responsibility to modify and

maintain your Account settings, including but not limited to (i) setting your renewal options and (ii)

ensuring your associated Payment Method(s) are current and valid. Further, you acknowledge and agree that

your failure to do so, may result in the interruption or loss of Services, and MARCELLTECH shall not be liable

to you or any third party regarding the same. If for any reason MARCELLTECH is unable to charge your Payment

Method for the full amount owed for the Services provided, or if MARCELLTECH receives notification of a

chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your

Payment Method, you agree that MARCELLTECH may pursue all available lawful remedies in order to obtain payment,

including but not limited to, immediate cancellation, without notice to you, of any domain names or Services

registered or renewed on your behalf. MARCELLTECH also reserves the right to charge you reasonable

“administrative fees” or “processing fees” for (i) tasks MARCELLTECH may perform outside the normal scope of its

Services, (ii) additional time and/or costs MARCELLTECH may incur in providing its Services, and/or (iii) your

noncompliance with this Agreement (as determined by MARCELLTECH in its sole and absolute discretion). Typical

administrative or processing fee scenarios include, but are not limited to (i) customer service issues that

require additional personal time or attention; (ii) UDRP actions(s) in connection with your domain name(s)

and/or disputes that require accounting or legal services, whether performed by MARCELLTECH staff or by outside

firms retained by MARCELLTECH; (iii) recouping any and all costs and fees, including the cost of Services,

incurred by MARCELLTECH as the results of chargebacks or other payment disputes brought by you, your bank or

Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method

you have on file with MARCELLTECH. MARCELLTECH may offer product-level pricing in various currencies; however,

transaction processing is supported only in U.S. dollars and a select number of the currency options

displayed on this Site (“Supported Currency” or “Supported Currencies”). If the currency selected is a

Supported Currency, then the transaction will be processed in the Supported Currency and the pricing

displayed during the checkout process will be the actual amount processed and submitted to your bank for

payment. If the currency selected is not a Supported Currency, then the transaction will be processed in

U.S. dollars and the pricing displayed during the checkout process will be an estimated conversion price at

the time of purchase. In either case (whether the currency selected is a Supported Currency or not), if the

transaction is processed in a currency that differs from the currency of your bank account, you may be

charged exchange rate conversion fees by your bank. In addition, due to time differences between (i) the

time you complete the checkout process, (ii) the time the transaction is processed, and (iii) the time the

transaction posts to your bank statement, the conversion rates may fluctuate, and MARCELLTECH makes no

representations or warranties that (a) the amount submitted to your bank for payment will be the same as the

amount posted to your bank statement (in the case of a Supported Currency) or (b) the estimated conversion

price will be the same as either the amount processed or the amount posted to your bank statement (in the

case of a non-Supported Currency), and you agree to waive any and all claims based upon such discrepancies

(including any and all claims for a refund based on the foregoing). In addition, regardless of the selected

currency, you acknowledge and agree that you may be charged Value Added Tax (“VAT”), Goods and Services Tax

(“GST”), or other localized fees and/or taxes, based on your bank and/or the country indicated in your

billing address section. Refund Policy: For products and services eligible for a refund, you may request a

full refund within thirty (30) days of purchase (“Refund Period”). For refunds requested after the Refund

Period, an in-store credit will be issued for any unused time remaining on your plan. Unused time will be

calculated as the number of months remaining on the purchase term excluding the month in which the refund is

requested. In the event you purchase a product that includes a free domain name, if you cancel the product,

the list price for the domain name will be deducted from the refund amount. The list price is the price of

the domain name listed on MARCELLTECH’s website and is not subject to any promotion, discount, or other

reduction in price. In no event will you be eligible for more than one refund of the same product. (B)

INTERNATIONAL PAYMENT OPTIONS MARCELLTECH offers a variety of alternative international payment options through

a variety of International Payment Providers (“IPP”). In the event you select an IPP, you represent that you

have already agreed to any and all of the IPP’s applicable customer service agreements in advance of

completing your transaction at MARCELLTECH. You also agree to allow the IPP to debit the full amount of your

purchase from the selected bank account, e-wallet account (including credit card(s), bank account(s), or

other allowed payment method(s) linked to your e-wallet account) or any other type of account associated

with the selected IPP (including but not limited to, prepaid cards and mobile payments), collectively

“Funding Sources”. In addition, you agree to allow the selected IPP to debit, if applicable, an “Exchange

Rate Conversion Fee”, as well as any other fees or charges applicable to your agreement with the IPP

(collectively, the “IPP Fees”), from your Funding Sources. You understand and agree that IPP Fees are

subject to change at any time by the IPP without notice to you by MARCELLTECH. It is your responsibility to keep

your Funding Sources current and funded. You acknowledge and agree that (i) the IPP reserves the right to

decline a transaction for any reason (including, but not limited to, payments that fail to go through as a

result of your Funding Sources no longer existing or not holding available/sufficient funds) and (ii) in

such event, neither the IPP nor MARCELLTECH shall be liable to you or any third party regarding the same. You

acknowledge that MARCELLTECH will not attempt to fulfill the Services purchased by you until MARCELLTECH receives

confirmation of payment from the IPP through its associated payment processor. You acknowledge there may be

a gap of several hours or days between the time you place an order and the time the IPP confirms payment

through its associated payment processor. If MARCELLTECH does not receive confirmation of payment from the IPP

through its associated payment processor within thirty (30) days from when the order is placed, your order

may be cancelled, at which time you will need to commence the purchase process again. In the event that you

would like to cancel payment for a pending transaction, you may cancel the order through your MARCELLTECH

account. Payments received on previously cancelled orders will be automatically refunded to the original

Payment Method when possible. If, at the time MARCELLTECH receives confirmation of payment from the IPP (through

its associated payment processor), either (i) the Services (including domain names) are no longer available

for purchase; or (ii) a pending order has been cancelled in our systems; or (iii) the confirmation of

payment does not match the dollar amount of the pending order, and as a result your purchase is either

over-funded or under-funded, MARCELLTECH may automatically issue a partial refund (in the case of over-funding)

or a full refund (in the case of under-funding) to your Funding Source. If the IPP (or its associated

payment processor) imposes refund limitations of any kind, MARCELLTECH reserves the right to issue refunds to an

in-store credit balance. If you receive a full refund, you will need to begin the purchase process again.

You acknowledge and agree that the IPP reserves the right not to refund IPP Fees associated with a refunded

transaction. Accordingly, any refunds issued by MARCELLTECH will be net of the IPP Fees unless otherwise

specified. (C) IN-STORE CREDIT BALANCES In the event that your Account contains an in-store credit balance,

you may apply any available credit balance to any future purchase in your Account. In the event that your

Account contains an in-store credit balance, you hereby authorize MARCELLTECH to apply any available credit

balance to any outstanding administrative fees, chargebacks or other fees related to your Account. In the

event that your default Payment Method fails for an automated billing in connection with the processing of

any Service renewals, MARCELLTECH may utilize any available in-store credit balance if there are enough funds to

cover the entire transaction. Regardless of the amount of in-store credit available in your account, MARCELLTECH

is not responsible for the loss of products resulting from an inability to collect funds from your default

Payment Methods or the in-store credit. In-store credits will be applied based on the currency selected in

the shopping cart at the time of purchase (or renewal). If you have more than one in-store credit, then the

credits will be processed according to the age of the credit, with the oldest in-store credit being applied

first. If additional funds are required to complete the purchase or renewal, credits held in a non-selected

currency will be converted using MARCELLTECH’s daily exchange rate based on the age of the credit (oldest to

newest) until (i) enough funds are allocated to complete the transaction, or (ii) there is no available

balance left in your account. You understand and agree that at the time of conversion, MARCELLTECH may also

impose an additional administrative fee to compensate for the risks and costs associated with providing

currency conversion services. You can verify your available in-store credit balance at any time by logging

into “Manage Your Account” or through the shopping cart on the MARCELLTECH website. You acknowledge that

in-store credit balances are non-transferrable, may only be used in the Account in which they were acquired

and may expire. Complimentary in-store credits will expire two years after issuance. In the event that

MARCELLTECH terminates your Account, you acknowledge and agree that any remaining available in-store credit

balance will be forfeited. You also acknowledge that funds available in your in-store credit balance will be

held by MARCELLTECH and will not accrue or pay interest for your behalf. To the extent any interest may accrue,

you understand and agree that MARCELLTECH shall be entitled to receive and keep any such amounts to cover costs

associated with supporting the in-store credit balance functionality.

18. SUCCESSORS AND

ASSIGNS

This Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and

assigns.

19. NO THIRD-PARTY

BENEFICIARIES

Nothing in this Agreement

shall be deemed to confer any third-party rights or benefits.

20. COMPLIANCE WITH LOCAL

LAWS

MARCELLTECH makes no

representation or warranty that the content available on this Site or the Services found at this Site

are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site

from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this

Site or the Services found at this Site are responsible for compliance with all local laws, rules and

regulations.

21. GOVERNING LAW;

JURISDICTION; VENUE; WAIVER OF TRIAL BY JURY

Except for disputes

governed by the Uniform Domain Name Dispute Resolution, this Agreement shall be governed by and construed in

accordance with the federal law of the UNITED KINGDOM. You agree to waive the right to trial by jury in

any action or proceeding that takes place relating to or arising out of this Agreement.

22. TITLES AND HEADINGS;

INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of

this Agreement are for convenience and ease of reference only and shall not be utilized in any way to

construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and

agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or

agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this

Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of

provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable

to the fullest extent permitted by law.

23. CONTACT INFORMATION

If you have any questions

about this Agreement, please contact us by email or regular mail at the following address: marceltechgb@foxmailproxy.com