TERMS OF USE

Nanomolar
November 29, 2018

Please read these Terms of Use carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Nanomolar Platform, you agree to comply with and be bound by these Terms of Use.

Please note: Section 13 of these Terms of Use contains an arbitration clause and class action waiver that applies to all Nanomolar Members. This provision applies to all disputes with Nanomolar and affects how disputes with Nanomolar are resolved. By accepting these Terms of Use, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Last Updated: November 29, 2018

Thank you for using Nanomolar.

These Terms of Use ("Terms") constitute a legally binding agreement ("Agreement") between you and Nanomolar (as defined below) governing your access to and use of the Nanomolar website, including any subdomains thereof, and any other websites through which Nanomolar makes its services available (collectively, "Site") and all associated services (collectively, "Nanomolar Services"). The Site and Nanomolar Services together are hereinafter collectively referred to as the “Nanomolar Platform”. Our Intellectual Property Policies applicable to your use of the Nanomolar Platform are incorporated by reference into this Agreement. When these Terms mention “Nanomolar,” “we,” “us,” or “our,” it refers to the Nanomolar company. Nanomolar platform users alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Technology Listings and Technology Services. We may provide some information in our Help Center to help you identify some of the obligations that apply to you. If you have questions about how local laws apply to your Technology Listing(s) and Technology Service(s) on Nanomolar, you should always seek legal guidance.

Table of Contents

  1. Scope of Nanomolar Services
  2. Eligibility, Using the Nanomolar Platform, Member Verification
  3. Modification of these Terms
  4. Account Registration
  5. Content
  6. Subscription Fees
  7. Terms specific for Technology Owners
  8. Prohibited Activities
  9. Term and Termination, Suspension and other Measures
  10. Disclaimers
  11. Liability
  12. Indemnification
  13. Dispute Resolution
  14. Feedback
  15. Applicable Law and Jurisdiction
  16. General Provisions
  1. Scope of Nanomolar Services

    1. The Nanomolar Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer technology are “Technology Owners” and the services they offer are “Technology Services”) to publish such Technology Services on the Nanomolar Platform (“Technology Listings”) and to communicate and transact directly with Members that are seeking to access and license such Technology Services (Members using Technology Services are “Technology Users”). Technology Services may include the offering of technologies for use ("Licensing"), and other Licensing and non-Licensing related services.
    2. As the provider of the Nanomolar Platform, Nanomolar does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Technology Listings or Technology Services. Technology Owners alone are responsible for their Technology Listings and Technology Services. When Members enter into communications with each other, their communications are directly with each other. Nanomolar is not and does not become a party to or other participant in any contractual relationship between Members, nor is Nanomolar a technology broker or insurer. Nanomolar is not acting as an agent in any capacity for any Member.
    3. While we may help facilitate the resolution of disputes, Nanomolar has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Technology Listings or Technology Services, (ii) the truth or accuracy of any Technology Listing descriptions, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Nanomolar does not endorse any Member, Technology Listing or Technology Services. You should always exercise due diligence and care when assessing Technology Listing or Interest Listing or communicate and interact with other Members, whether online or in person.
    4. If you choose to use the Nanomolar Platform as a Technology Owner, you are not entering in any legally binding relationship with Nanomolar. You acknowledge and agree that you have complete authority and discretion whether to list Technology Services.
    5. To promote the Nanomolar Platform and to increase the exposure of Technology Listings and Interest Listings to potential Technology Owners and Users, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
    6. Due to the nature of the Internet, Nanomolar cannot guarantee the continuous and uninterrupted availability and accessibility of the Nanomolar Platform. Nanomolar may restrict the availability of the Nanomolar Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Nanomolar Platform. Nanomolar may improve, enhance and modify the Nanomolar Platform and introduce new Nanomolar Services from time to time.
  2. Eligibility, Using the Nanomolar Platform, Member Verification

    1. You must be at least 18 years old and able to enter into legally binding contracts to access and use the Nanomolar Platform or register an Nanomolar Account. By accessing or using the Nanomolar Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
    2. You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Technology Service(s) are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
    3. Nanomolar may make access to and use of the Nanomolar Platform, or certain areas or features of the Nanomolar Platform, subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
    4. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, and (ii) screen Members against third party databases or other sources and request reports from service providers.
  3. Modification of these Terms

    Nanomolar reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Nanomolar Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Nanomolar Platform will constitute acceptance of the revised Terms.
  4. Account Registration

    1. You must register an account ("Nanomolar Account") to access and use certain features of the Nanomolar Platform, such as publishing a Listing. If you are registering a Nanomolar Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
    2. You can register a Nanomolar Account using an email address and creating a password.
    3. You must provide accurate and current information during the registration process and keep your Nanomolar Account up-to-date at all times.
    4. You may not register more than one (1) Nanomolar Account unless Nanomolar authorizes you to do so. You may not assign or otherwise transfer your Nanomolar Account to another party.
    5. You are responsible for maintaining the confidentiality and security of your Nanomolar Account credentials and may not disclose your credentials to any third party. You must immediately notify Nanomolar if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Nanomolar Account. You are liable for any and all activities conducted through your Nanomolar Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
    6. Nanomolar may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Nanomolar Account. For example, we may allow eligible Members or certain third parties to book Listings on behalf of other Members to help manage their Technology Listings.
  5. Content

    1. Nanomolar may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content on or through the Nanomolar Platform ("Member Content"); and (ii) access and view Member Content and any content that Nanomolar itself makes available on or through the Nanomolar Platform, including proprietary Nanomolar content and any content licensed or authorized for use by or through Nanomolar from a third party ("Nanomolar Content" and together with Member Content, "Collective Content").
    2. The Nanomolar Platform, Nanomolar Content, and Member Content may in its entirety or in part be protected by patent, copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Nanomolar Platform and Nanomolar Content, including all associated intellectual property rights, are the exclusive property of Nanomolar and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, patent, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Nanomolar Platform, Nanomolar Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Nanomolar used on or in connection with the Nanomolar Platform and Nanomolar Content are trademarks or registered trademarks of Nanomolar in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Nanomolar Platform, Nanomolar Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
    3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Nanomolar Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Nanomolar or other Members, except for the licenses and rights expressly granted in these Terms.
    4. Subject to your compliance with these Terms, Nanomolar grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) use Nanomolar Platform on your personal device(s); and (ii) access and view any Collective Content made available on or through the Nanomolar Platform and accessible to you, solely for your personal and non-commercial use.
    5. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Nanomolar Platform, you grant to Nanomolar a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Nanomolar Platform, in any media or platform. Unless you provide specific consent, Nanomolar does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.
    6. You are solely responsible for all Member Content that you make available on or through the Nanomolar Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Nanomolar Platform or you have all rights, licenses, consents and releases that are necessary to grant to Nanomolar the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Nanomolar’s use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    7. You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libellous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any Nanomolar’s policy. Nanomolar may, without prior notice, remove or disable access to any Member Content that Nanomolar finds to be in violation of these Terms or Nanomolar’s then-current Policies, or otherwise may be harmful or objectionable to Nanomolar, its Members, third parties, or property.
    8. Nanomolar respects patent, copyright, trademark, trade secret and other intellectual property laws and expects its Members to do the same. If you believe that any content on the Nanomolar Platform infringes intellectual property rights you own, please notify us in accordance with our Intellectual Property Policy.
  6. Subscription Fees

    1. Nanomolar may charge fees to Nanomolar Members ("Subscription Fees") in consideration for the use of the Nanomolar Platform. More information about when Subscription Fees apply and how they are calculated can be found on our Subscription Fees (“Pricing”) page.
    2. Nanomolar reserves the right to change the Subscription Fees at any time, and will provide Members adequate notice of any fee changes before they become effective.
    3. You are responsible for paying any Subscription Fees that you owe to Nanomolar. Except as otherwise provided on the Nanomolar Platform, Subscription Fees are non-refundable.
  7. Terms specific for Technology Owners

    1. Terms applicable to all Technology Listings

      1. When creating a Technology Listing through the Nanomolar Platform you should (i) provide comprehensive and accurate information about your Technology Service (such as technology description, summary, categories, and keywords), and (ii) provide any other pertinent information requested by Nanomolar.
      2. The placement and ranking of Technology Listings in search results on the Nanomolar Platform may vary and depend on a variety of factors, such as Member search parameters and preferences.
    2. Listing Technology

      You represent and warrant that any Technology Listing you post will (i) not breach any agreements you have entered into with any third parties, and (ii) comply with all applicable laws and other rules and regulations. As a Technology Owner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who act on your behalf.
  8. Prohibited Activities

    1. You are solely responsible for compliance with any and all laws, rules, and regulations, that may apply to your use of the Nanomolar Platform. In connection with your use of the Nanomolar Platform, you will not assist or enable others to: breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies; use the Nanomolar Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Nanomolar endorsement, partnership or otherwise misleads others as to your affiliation with Nanomolar; use the Nanomolar Platform in connection with the distribution of unsolicited commercial messages ("spam"); offer, as a Technology Owner, any Technology that you do not yourself own or have permission to make available through the Nanomolar Platform; contact another Member for any purpose other than asking a question related to a Listing, or the Member's use of the Nanomolar Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval; discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior; use, display, mirror or frame the Nanomolar Platform or Collective Content, or any individual element within the Nanomolar Platform, Nanomolar’s name, any Nanomolar trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Nanomolar Platform, without Nanomolar’s express written consent; dilute, tarnish or otherwise harm the Nanomolar brand in any way, including through unauthorized use of Collective Content, registering and/or using Nanomolar or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Nanomolar domains, trademarks, tag lines, promotional campaigns or Collective Content; use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Nanomolar Platform for any purpose; avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Nanomolar or any of Nanomolar’s providers or any other third party to protect the Nanomolar Platform; attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Nanomolar Platform; take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Nanomolar Platform; or violate or infringe anyone else’s rights or otherwise cause harm to anyone.
    2. You acknowledge that Nanomolar has no obligation to monitor the access to or use of the Nanomolar Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Nanomolar Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Nanomolar in good faith, and to provide Nanomolar with such information and take such actions as may be reasonably requested by Nanomolar with respect to any investigation undertaken by Nanomolar or a representative of Nanomolar regarding the use or abuse of the Nanomolar Platform.
    3. If you feel that any Member you interact with, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Nanomolar. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
  9. Term and Termination, Suspension and other Measures

    1. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Nanomolar terminate the Agreement in accordance with this provision.
    2. Nanomolar may immediately, without notice, terminate this Agreement and/or stop providing access to the Nanomolar Platform if (i) you have materially breached your obligations under these Terms or our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Nanomolar believes in good faith that such action is reasonably necessary to protect the personal safety or property of Nanomolar, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
    3. In addition, Nanomolar may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms or our Policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate or fraudulent information during the Nanomolar Account registration, Technology or Interest Listing process or thereafter, (iv) you and/or your Listings or Technology Services at any time fail to meet any applicable quality or eligibility criteria, (v) Nanomolar becomes aware of or has received complaints about your performance or conduct, or (vi) Nanomolar believes in good faith that such action is reasonably necessary to protect the personal safety or property of Nanomolar, its Members, or third parties, or to prevent fraud or other illegal activity: refuse to surface, delete or delay any Listings, or other Member Content; limit your access to or use of the Nanomolar Platform; temporarily or permanently suspend your Nanomolar Account and stop providing access to the Nanomolar Platform. In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Nanomolar and an opportunity to resolve the issue to Nanomolar’s reasonable satisfaction.
    4. When this Agreement has been terminated, you are not entitled to a restoration of your Nanomolar Account or any of your Member Content. If your access to or use of the Nanomolar Platform has been limited or your Nanomolar Account has been suspended or this Agreement has been terminated by us, you may not register a new Nanomolar Account or access and use the Nanomolar Platform through an Nanomolar Account of another Member.
    5. If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
  10. Disclaimers

    1. If you choose to use the Nanomolar Platform or Collective Content, you do so voluntarily and at your sole risk. The Nanomolar Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
    2. You agree that you have had whatever opportunity you deem necessary to investigate the Nanomolar Services, laws, rules, or regulations that may be applicable to your Listings and/or Technology Services you are receiving and that you are not relying upon any statement of law or fact made by Nanomolar relating to a Listing.
  11. Liability

    1. Unless your Country of Residence is in the EU, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Nanomolar Platform and Collective Content, your publishing of any Listing via the Nanomolar Platform, or any other interaction you have with other Members whether in person or online remains with you. Neither Nanomolar nor any other party involved in creating, producing, or delivering the Nanomolar Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Nanomolar Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Nanomolar Platform, or (iv) from your publishing of Listing, including the provision or use of a Listing’s Technology Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Nanomolar has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
    2. If your Country of Residence is in the EU, Nanomolar is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. Nanomolar is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents. Essential contractual obligations are such duties of Nanomolar in whose proper fulfilment you regularly trust and must trust for the proper execution of the contract but the amount shall be limited to the typically occurring foreseeable damage. Any additional liability of Nanomolar is excluded.
  12. Indemnification

    1. You agree to release, defend (at Nanomolar’s option), indemnify, and hold Nanomolar and its affiliates and subsidiaries harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies, (ii) your improper use of the Nanomolar Platform or any Nanomolar Services, (iii) your interaction with any Member, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, (iv) your breach of any laws, regulations or third party rights.
  13. Dispute Resolution and Arbitration Agreement

    1. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Nanomolar in the United States (to the extent not in conflict with Section 15).
    2. Overview of Dispute Resolution Process. Nanomolar is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 13.1 applies: (1) an informal negotiation directly with Nanomolar’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 13 and except as provided in Section 13.6). Specifically, the Consumer Arbitration Rules provide:
      Claims can be filed with AAA online (www.adr.org); Arbitrators must be neutral and no party may unilaterally select an arbitrator; Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party; Parties retain the right to seek relief in small claims court for certain claims, at their option; The initial filing fee for the consumer is capped at $200; The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents; The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
    3. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Nanomolar each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Nanomolar’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
    4. Agreement to Arbitrate. You and Nanomolar mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Nanomolar Platform, the Technology Services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Nanomolar agree that the arbitrator will decide that issue.
    5. Exceptions to Arbitration Agreement. You and Nanomolar each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, patents, trademarks, trade secrets, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
    6. Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
    7. Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Nanomolar agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and Nanomolar both agree; or (d) via phone or video conference.
    8. Modification of AAA Rules - Attorney’s Fees and Costs. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Nanomolar agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
    9. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
    10. Jury Trial Waiver. You and Nanomolar acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
    11. No Class Actions or Representative Proceedings. You and Nanomolar acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Nanomolar both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
    12. Severability. Except as provided in Section 13.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
    13. Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Nanomolar changes this Section 13 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Nanomolar’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Nanomolar in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
    14. Survival. Except as provided in Section 13.12 and subject to this Section 13 will survive any termination of these Terms and will continue to apply even if you stop using the Nanomolar Platform or terminate your Nanomolar Account.
  14. Feedback

    We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Nanomolar Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Nanomolar Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
  15. Applicable Law and Jurisdiction

    These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 13 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.
  16. General Provisions

    1. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Nanomolar and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Nanomolar and you in relation to the access to and use of the Nanomolar Platform.
    2. No joint venture, partnership, employment, or agency relationship exists between you and Nanomolar as a result of this Agreement or your use of the Nanomolar Platform.
    3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
    4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
    5. Nanomolar’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
    6. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Nanomolar’s prior written consent. Nanomolar may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
    7. Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Nanomolar via email, Nanomolar Platform notification, or messaging service (including SMS).
    8. If you have any questions about these Terms please email us.