1. Agreement General.
a. Entire Agreement. These Standard Terms and Conditions of Assay Services, any SOWs , and any exhibits or attachments attached hereto or referenced herein constitute the entire agreement between Countable Labs, Inc. ("Countable Labs") and the entity identified as the Customer on the SOW (collectively, the "Agreement") that governs the provision of services described in the applicable SOW ("Services"). “SOW” means any statement of work that references these Standard Terms and Conditions of Services that is issued by Countable Labs and accepted by Customer or otherwise mutually agreed to by both parties.
b. Other Terms.
i. Separate Contract. If a written contract signed by both parties exists and is referenced in the applicable SOW to govern the provision of the Services specified on such SOW, if to the extent a conflict arises between such contract and this Agreement, the terms of such signed contract shall take precedence over any conflicting terms in this Agreement.
ii. Order of Precedence. If any terms contained in the various documents referenced in this Agreement conflict, the following order of precedence (from the highest to the lowest) shall apply: (a) the SOW, with respect to the subject matter of such SOW; and (b) (c) these Standard Terms and Conditions of Services.
c. Acceptance and Effect. This Agreement becomes effective upon the earliest of Customer's receipt of confirmation that Countable Labs has accepted in writing the applicable Services request or other written order ("PO") submitted by Customer, or Customer's acceptance of the applicable SOW. By submitting a PO, accepting a SOW, accepting commencement of Services, or accepting Deliverables (as defined below), Customer agrees to be bound by this Agreement, regardless of whether Customer signs or otherwise acknowledges this Agreement.
d. Amendment. This Agreement (including any SOW) may only be amended, modified, or supplemented by a written document mutually signed by an authorized representative of Countable Labs and Customer. Countable Labs expressly rejects any additional or conflicting terms or conditions that (a) appear in any PO, pre-printed form, online agreement, or other communication from Customer, or (b) arise from prior dealings, trade practices, or verbal agreements not confirmed in writing and signed by Countable Labs. Such terms shall be deemed null and void without the need for Countable Labs to reject them.
2. Changes.
Either party may propose, by written change order, any changes, additions, deletions, or modifications to any SOW. If such changes result in an increase or decrease in the cost or time required for performance under this Agreement, Countable Labs and Customer shall engage in good faith discussions to determine whether a written amendment to the SOW is appropriate to adjust the price, delivery schedule, or both. For changes requested by Countable Labs, Customer must submit a request for adjusting the SOW in writing within thirty (30) days of receiving notice of such change request from Countable Labs. No changes to a SOW will be effective until both parties have signed a written amendment to such SOW.
3. Cancellations.
A PO is considered a firm offer and may not be revoked or canceled by Customer at any time after receipt by Countable Labs without Countable Labs' prior written consent.
4. Performance of Services.
a. Service Delivery. Countable Labs will perform the Services in accordance with the specifications set forth in the applicable SOW (the “Specification”). Any timelines or delivery schedules specified in the SOW are only estimates and not guaranteed, and do not constitute any binding obligation on Countable Labs. Countable Labs accepts no liability for failing to meet these timelines or schedules, and such failure does not permit Customer to reject Deliverables, cancel a PO, or terminate this Agreement.
b. Service Location. Unless otherwise specified in the SOW, Services may be performed at Countable Labs' facilities. If Services are to be performed at Customer's facilities, Customer shall provide Countable Labs personnel with reasonable access to Customer's premises, equipment, utilities, workspace, and such other facilities and resources as may be reasonably necessary for Countable Labs to perform the Services, including all the materials, assistance, and collaboration as specified to be provided by Customer in the applicable SOW.
c. Customer Cooperation. Customer acknowledges that Countable Labs' ability to perform the Services is dependent upon Customer's timely provision of information, materials, samples, equipment access, approvals, and cooperation as specified in the applicable SOW or as reasonably requested by Countable Labs. Any delay in Customer's provision of such cooperation may result in delays in performance of the Services, and Countable Labs shall not be liable for any such delays. Countable Labs reserves the right to suspend performance of Services if Customer fails to provide timely cooperation, and any such suspension shall not relieve Customer of its payment obligations.
d. Customer-Provided Materials. Customer shall provide all samples or other items necessary to perform the services as specified in the applicable SOW (collectively, "Customer Materials") in accordance with Countable Labs' specifications and instructions. Customer represents and warrants that all Customer Materials are safe, properly labeled, accurately described, and suitable for the intended use in connection with the Services. Customer shall comply with all applicable laws and regulations regarding the shipment, handling, and provision of Customer Materials, including but not limited to biohazard safety, material transfer, and import/export regulations. Countable Labs reserves the right to refuse to accept or work with any Customer Materials that Countable Labs determines, in its sole discretion, to be unsafe, improperly packaged, inadequately labeled, or unsuitable for the Services.
e. Biohazard and Safety Compliance. If Customer Materials contain or may contain biohazardous, hazardous, radioactive, or toxic substances, Customer must clearly identify such materials and provide all relevant safety data sheets and handling instructions. Customer shall indemnify and hold harmless Countable Labs from any claims, damages, or liabilities arising from Customer's failure to properly identify, label, package, or provide safety information regarding Customer Materials.
f. Sample Handling and Retention. Unless otherwise specified in the SOW, Countable Labs shall have no obligation to return Customer Materials to Customer following completion of the Services. Countable Labs may retain, store, use, or dispose of Customer Materials in accordance with its standard procedures and applicable regulations. If Customer requires return of Customer Materials, Customer must specify such requirement in writing prior to commencement of Services and shall be responsible for all associated costs.
5. Deliverables and Acceptance.
a. Deliverables. Countable Labs shall provide Customer with the deliverables specified in the applicable SOW (the "Deliverables").
b. Delivery. Unless otherwise specified in the SOW, Deliverables shall be provided to Customer electronically.
6. Prices and Payment.
a. Pricing. All prices for Services are stated in the applicable SOW and are exclusive of all taxes, withholdings, excises, and other charges. Customer is responsible for these additional charges. If Countable Labs pays for any of these charges on Customer's behalf, Customer shall reimburse Countable Labs for such charges, which will be itemized separately on the applicable Invoice. If no price is specified, the applicable price shall be Countable Labs' then-current published price. Prices do not include travel, lodging, or other expenses unless expressly stated in writing in the SOW.
b. Payment Schedule. Unless otherwise specified in the SOW, payment for Services shall be made according to the following schedule:
i. Fifty percent (50%) of the total Services fee will be invoiced upon execution of this Agreement;
ii. Fifty percent (50%) of the total Services fee will be invoiced upon delivery of Deliverables to Customer.
c. Net Payment Terms. All payments are due within thirty (30) days from the date of applicable invoice. In the event of a reasonable dispute, Countable Labs may, at its sole discretion, delay enforcement of collection for a period of fifteen (15) days. Countable Labs reserves the right to modify credit terms or deny credit at any time, in its sole discretion.
d. Non-Refundable Payments. All payments made under this Agreement are non-refundable.
e. Overdue Accounts. Countable Labs reserves the right to charge interest on overdue amounts at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, accruing from the date the payment became overdue. Countable Labs also reserves the right to suspend performance of Services if Customer fails to pay any amount when due, or if Customer otherwise fails to perform its obligations under this Agreement. Countable Labs reserves the right to recuperate, and Customer agrees to pay Countable Labs for, all unpaid amounts, including reasonable costs incurred in collecting delinquent accounts, including attorney's fees, court costs, and third-party collection agency fees. These remedies are in addition to, and not in lieu of, any other rights or remedies available under this Agreement or applicable law.
7. Additional Costs and Expenses.
a. Out-of-Scope Work. Any work requested by Customer that is outside the scope of Services specified in the SOW shall be subject to additional fees at Countable Labs' then-current rates. Countable Labs will notify Customer of any such out-of-scope work and provide an estimate of additional fees before proceeding, unless Customer has provided prior written authorization for Countable Labs to proceed with out-of-scope work.
b. Travel and Expenses. If Services require Countable Labs personnel to travel to Customer's facilities or other locations, Customer shall reimburse Countable Labs for all reasonable travel expenses, including airfare, ground transportation, lodging, and meals, unless otherwise specified in the SOW. Countable Labs will provide Customer with receipts or other documentation for such expenses upon request.
c. Materials and Consumables. Unless otherwise specified in the SOW, Customer shall be responsible for providing or paying for all reagents, consumables, samples, and materials required for performance of the Services. If Countable Labs provides such materials, Customer shall reimburse Countable Labs for the cost of such materials at Countable Labs' then-current prices.
8. Intellectual Property and Data Rights.
a. Countable Labs IP. All intellectual property rights embodied in or relating to Countable Labs' methodologies, processes, techniques, know-how, software, tools, equipment, and materials used in performing the Services, including all improvements thereto, as between Customer and Countable Labs, are solely and exclusively owned by Countable Labs or its licensors. Nothing in this Agreement limits Countable Labs' right to enforce its intellectual property rights or grants Customer any ownership interest in Countable Labs' intellectual property.
b. Pre-Existing IP. All intellectual property owned by either Party prior to the Effective Date or developed independently of this Agreement shall remain the sole property of such Party.
c. Customer Materials and Data. As between the Parties, Customer retains all ownership rights and interests in the Customer Materials.
d. Deliverables. Subject to any intellectual property rights owned by Countable Labs (or its licensors) , Customer shall own the Deliverables upon Customer's payment in full of all fees due under the applicable SOW. If and to the extent the Deliverables incorporate any intellectual property owned by Countable Labs, Countable Labs grants to Customer a non-exclusive, non-sublicensable, non-transferable, limited license to use such incorporated intellectual property only as an integral part of the Deliverables solely for Customer's internal research purposes and subject to Customer’s compliance with all terms and conditions hereof.
e. License to Customer Materials and Deliverables. Customer hereby grants to Countable Labs a non-exclusive, irrevocable, royalty-free, worldwide, fully paid-up, and sublicensable license, during the term of this Agreement, to use, process, store, and handle Customer Materials and Deliverables solely as necessary to perform the Services under this Agreement. In addition, Countable Labs may (i) use data and other information relating to the provision, use and performance of the Services, or Customer Materials, Deliverables, and results of the Services (including data derived therefrom) to improve and enhance the Services and for other development, diagnostic, corrective, and analytical purposes in connection with the Services (including the equipment used in connection with the Services), and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
f. Feedback. If Customer provides Countable Labs with any feedback, suggestions, recommendations, or ideas regarding Countable Labs' services, methodologies, products, or any other intellectual property ("Feedback"), Customer hereby assigns to Countable Labs all rights, title, and interest in such Feedback. If for any reason such assignment is ineffective, Customer agrees to grant Countable Labs a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, fully paid-up, sublicensable, and transferable right and license to use, reproduce, disclose, distribute, modify, and otherwise exploit such Feedback without restriction or obligation to Customer.
9. Confidential Information.
All non-public, confidential, or proprietary information of either Countable Labs or Customer, disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), 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" in connection with this Agreement, is Confidential Information of the Disclosing Party. The following shall be deemed as Countable Labs’ Confidential Information: Countable Labs’ intellectual properties, methodologies, processes, techniques, know-how, specifications, designs, data, business operations, customer lists, and pricing. The Receiving Party may use any Confidential Information disclosed to it hereunder solely for the purpose of performing or receiving the Services, and may not disclose or copy or use for any other purposes, unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party's request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information (including all documents and other materials received from the Disclosing Party). Either party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is (a) in the public domain, (b) known to the Receiving Party without any confidentiality restrictions at the time of disclosure, or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party. The Receiving Party may disclose Confidential Information if and only to the extent required to be disclosed in accordance with law, regulation or legal process, provided that the Receiving Party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Disclosing Party to participate in the proceeding.
10. Research Use Only.
Services performed by Countable Labs and the Deliverables are for research use only and have not been validated, approved, cleared, or registered by the U.S. Food and Drug Administration ("FDA") or any other applicable regulatory authority for in vitro diagnostic ("IVD"), clinical diagnostic, therapeutic, or medical device purposes. No license is granted or implied for Customer to use the Services, Deliverables, or results for any purpose that requires FDA or other regulatory approval, clearance, or registration, and Countable Labs does not promote, endorse, or support such uses. The Services and Deliverables are not intended for diagnostic or therapeutic use, or for any type of consumption by or application to humans or animals. Customer assumes full responsibility, and shall indemnify and hold Countable Labs harmless from any claims, damages, or liabilities arising from (i) any use of the Services, Deliverables, or results in a diagnostic, therapeutic, clinical, or regulated setting, and/or (ii) any non-compliance with applicable laws, regulations, and validation requirements.
11. Use Restrictions.
Customer shall not, and shall ensure that its employees, contractors, and agents do not: (a) use the Services, Deliverables, or results for any clinical diagnostic, therapeutic, or medical device purposes; (b) use the Services or Deliverables in any manner that requires FDA or other regulatory authority approval, clearance, or registration; (c) use the Services or Deliverables in manufacturing, quality control, or commercial services applications, including reporting results for a fee or other consideration; (d) reverse engineer, decompile, or attempt to derive Countable Labs' methodologies, processes, or techniques from the Services or Deliverables; or (e) use the Services or Deliverables in any manner that violates applicable laws or regulations.
12. Warranty Disclaimers.
THE SERVICES AND DELIVERABLES ARE PROVIDED "AS-IS" AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR THAT THE SERVICES OR DELIVERABLES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. COUNTABLE LABS DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY RESULTS, DATA, OR DELIVERABLES WILL BE ACCURATE, RELIABLE, COMPLETE, OR FREE FROM ERRORS OR DEFECTS. COUNTABLE LABS MAKES NO WARRANTIES REGARDING THE SUITABILITY OF THE SERVICES OR DELIVERABLES FOR ANY PARTICULAR PURPOSE OR APPLICATION. CUSTOMER ACKNOWLEDGES THAT BIOLOGICAL AND EXPERIMENTAL RESEARCH INVOLVES INHERENT UNCERTAINTIES AND VARIABILITY, AND COUNTABLE LABS MAKES NO GUARANTEES REGARDING OUTCOMES, RESULTS, OR SUCCESS OF ANY RESEARCH PROJECT.
13. Compliance with Laws.
Customer is solely responsible for determining whether the Services and Deliverables are suitable for Customer's particular use and for obtaining all necessary approvals and permissions. Customer must comply with all applicable laws and regulations, including laws, regulations, orders, and policies related to anti-corruption, import/export, biosafety, environmental health and safety, data protection, privacy, intellectual property, research ethics, human subjects protection, animal welfare, and institutional biosafety committees. Customer must not take any action that would subject Countable Labs or its affiliates to liability or penalty under any applicable law or regulation. Customer represents and warrants that its use of the Services complies with all applicable laws and regulations and any institutional policies or guidelines applicable to Customer's research.
14. Indemnification.
a. Customer Indemnification. Customer shall indemnify, defend with competent and experienced counsel, and hold harmless Countable Labs, its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Countable Labs Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, liabilities, judgments, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or related to:
i. Customer's use of the Services, Deliverables, or results;
ii. Any breach by Customer of any representation, warranty, or covenant made by Customer herein;
iii. Customer's violation of any applicable law, regulation, or third-party right in connection with this Agreement or the Services;
iv. Any bodily injury, death, or property damage caused by Customer Materials or Customer's provision of inaccurate or incomplete information regarding Customer Materials;
v. Customer's use of the Services, Deliverables, or results for clinical diagnostic, therapeutic, or other non-research purposes in violation of Section 10;
vi. Any claim that Customer Materials or Customer's use of the Services or Deliverables infringes or violates any third party's intellectual property rights or other proprietary rights; or
vii. Any negligent or willful misconduct by Customer or its employees, contractors, or agents in connection with this Agreement.
b. Countable Labs Indemnification. Countable Labs shall indemnify, defend and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Customer Indemnitees") from and against any and all Losses from any claims brought by unaffiliated third parties against any Customer Indemnitee arising out of:
i. Any bodily injury, death, or property damage caused by gross negligence or willful misconduct by Customer or its employees, contractors, or agents in connection with this Agreement; or
ii. Any claim that the unmodified Deliverables infringes or violates any third party's intellectual property rights.
The foregoing obligations do not apply with respect to portions or components of the Deliverables (i) not created by Countable Labs, (ii) resulting in whole or in part in accordance from Customer’s specifications or requirements, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of is not strictly in accordance with this Agreement and all related documentation.
c. Indemnification Procedures. The party seeking indemnification (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure. The Indemnifying Party shall have sole control over the defense and settlement of any such claim, provided that the Indemnified Party may participate in the defense with counsel of its own choosing at its own expense. The Indemnifying Party shall not settle any claim in a manner that admits liability on behalf of, imposes any obligation on, or adversely affects the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the defense and settlement of any such claim.
15. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COUNTABLE LABS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF RESEARCH, FAILED EXPERIMENTS, WASTED MATERIALS, OR LOSS OF BUSINESS OPPORTUNITIES, NOR ANY OTHER CLAIM, EXPENSE, LIABILITY OR LOSS OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF SERVICES OR DELIVERY OF DELIVERABLES, WHETHER OR NOT COUNTABLE LABS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COUNTABLE LABS SHALL NOT BE RESPONSIBLE FOR ANY LOSSES, DAMAGES, OR DISRUPTIONS TO CUSTOMER'S RESEARCH CAUSED BY THE SERVICES OR DELIVERABLES. COUNTABLE LABS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COUNTABLE LABS FOR THE SPECIFIC SERVICES THAT GAVE RISE TO THE LIABILITY.
16. Term and Termination.
a. Term. This Agreement shall commence on the Effective Date and continue until all Services have been completed and all payment obligations have been satisfied, unless terminated earlier pursuant to this Agreement.
b. Termination for Convenience. Customer may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice to Countable Labs, provided that Customer shall be responsible for: (i) all fees for Services performed up to the effective date of termination; (ii) all costs incurred by Countable Labs in reliance on the Agreement up to the effective date of termination; and (iii) a termination fee equal to twenty-five percent (25%) of the fees for Services not yet performed under all outstanding SOWs.
c. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
d. Effect of Termination. Upon termination or expiration of this Agreement:
i. Customer shall immediately pay all outstanding invoices and any fees due for Services performed through the effective date of termination;
ii. Countable Labs shall deliver to Customer any completed Deliverables for which Customer has paid in full;
iii. Countable Labs may, in its sole discretion, cease performance of any remaining Services;
iv. All licenses granted to Customer hereunder shall immediately terminate;
v. Customer shall immediately cease using any Deliverables for which Customer has not paid in full;
vi. Each Party shall return or destroy all Confidential Information of the other Party in its possession;
vii. Countable Labs may dispose of any Customer Materials in its possession in accordance with its standard procedures.
e. Survival. Sections 1, 6, 7, 8, 9, 10, 11, 12.c, 13, 14, 15, 16.d, 16.e, and 17-28 shall survive any termination or expiration of this Agreement.
17. Governing Law, Jurisdiction and Venue.
This Agreement shall be governed by the laws of the State of Delaware and the United States of America, without regard to conflicts of law principles, and any action or proceeding arising from or relating to this Agreement must be brought in court in the State of Delaware. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Customer irrevocably submits and consents to the exclusive jurisdiction of the courts in the State of Delaware, and hereby agrees that such courts shall be the exclusive proper forum for the determination of any action, proceeding, or claim arising from or relating to this Agreement. Any legal action must be brought within one year after the claim or cause of action occurs.
18. Assignment.
Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Countable Labs. Any assignment or transfer in violation of the foregoing shall be null and void. Countable Labs may assign this Agreement, in whole or in part, to any of its affiliates or to a successor to all or substantially all of its assets or business to which this Agreement relates, whether by merger, sale of stock, sale of assets or other similar transaction. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors, legal representatives and assigns.
19. Relationship of the Parties.
The relationship between Customer and Countable Labs 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 Countable Labs and Customer. Neither Customer nor Countable Labs has the authority to contract for or bind the other party in any manner whatsoever. Countable Labs personnel performing Services are not employees of Customer and Customer shall have no authority to direct, supervise, or control such personnel except as to the desired results of the Services.
20. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of Customer and Countable Labs. Nothing in this Agreement, whether 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.
21. Force Majeure.
Countable Labs is not liable for any delay or failure of performance where the delay or failure arises from any cause beyond Countable Labs' reasonable control. Such causes include, but are not limited to, flood, unusually severe weather, earthquake or other act of nature, power loss, strike, boycott, other labor disputes, embargo, governmental regulation, pandemic, epidemic, quarantine, equipment failure, or an inability or delay in obtaining materials or supplies. In the event of such delay or failure of performance, Countable Labs shall have such additional time within which to perform its obligations as may be reasonably necessary under the circumstances.
22. Export Control.
Services, Deliverables, data, and any related technical information may be subject to export control laws and regulations of the United States and other jurisdictions. Customer shall comply with all applicable export control laws and shall not export, re-export, or transfer any Deliverables, data, or technical information, directly or indirectly, in violation of such laws. Customer represents and warrants that it is not located in, or a national or resident of, any country subject to U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, and is not identified on any U.S. government list of prohibited or restricted parties.
23. Remedies; No Waiver.
The remedies herein shall be cumulative and in addition to any other or further remedies provided in law or equity. Customer consents to injunctive and other equitable interim or permanent relief as may be requested by Countable Labs and awarded by a court. No waiver or breach of any provision of this Agreement shall constitute a waiver of any other provision or breach.
24. Notices.
All legal notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the SOW or Invoice and in the case of Countable Labs with copy to its corporate headquarters at 1810 Embarcadero Road, Suite 200, Palo Alto, California 94303. 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). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
25. Severability.
In the event that a court of competent jurisdiction finds any term or clause in this Agreement to be invalid, unenforceable, or illegal, the same will not have an impact on other terms or clauses in the Agreement or the entire Agreement. However, such a term or clause may be revised to the extent required according to the opinion of the court to render the Agreement enforceable or valid, and the rights and responsibilities of the parties shall be interpreted and enforced accordingly, so as to preserve their agreement and intent to the fullest possible extent.
26. Non-Disparagement.
Customer shall not make, cause to be made, publish, ratify or endorse any remarks, statements or comments about Countable Labs or its services or personnel, or otherwise engage in any behavior, that would be considered, in Countable Labs' reasonable discretion, to be disparaging, derogatory or detrimental to Countable Labs' name or business reputation or that of its personnel.
27. Independent Research; General Skills.
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or restrict Countable Labs from performing similar services for other customers, developing similar methodologies or products for its own use or for other customers, or using general knowledge, skills, experience, ideas, concepts, or techniques gained during performance of the Services for Countable Labs' own business purposes or for other customers. Such general knowledge and skills shall include, without limitation, anything that might reasonably be acquired in similar work performed for another party.
28. Entire Agreement.
This Agreement sets forth the entire agreement between Customer and Countable Labs with respect to the subject matter hereof and supersedes any and all prior and contemporaneous writings, communications, agreements, and understandings relating to the same subject matter. Countable Labs reserves the right to change these terms at any time. The version for these terms may be found at the footer of this page.