Molecule Software, Inc.

Online Terms of Use

Last updated: August 27, 2024

1. Introduction

Molecule Software, Inc. (“Molecule,” “we,” “our,” “us”) offers a cloud-native ETRM/CTRM platform (the “Service”) and websites, including but not limited to [https://molecule.io/](https://molecule.io/) (the “Websites”). Together, the Service and Websites are referred to herein collectively as the “Sites.”

These Terms of Use ("Terms”) are a binding legal contract between you and Molecule and explain the rules governing your use of our Sites. These Terms apply to you as a user of the Sites, subject to exceptions that apply to Managed Users (as defined and further detailed below in Section 2 (How These Terms Apply)).

By accessing or using the Sites, you acknowledge and agree to be bound by these Terms (as applicable) and confirm you have read and understand our Privacy Policy which is incorporated by reference.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITES.

You understand and agree that Molecule is are not in the business of providing financial, investment, trading, accounting, tax, legal, or other professional services or advice. Please consult the services of a subject matter professional when you need this type of assistance.

We may revise these Terms from time to time by posting a modified version on our website. If you do not agree to or cannot comply with the modified Terms, you must stop using the Sites. Unless otherwise stated elsewhere in these Terms or in our notice, the updated Terms will take effect upon their posting and will apply on a going-forward basis. Your continued use of the Sites after any update to these Terms constitutes your acceptance of such changes.

We may supply different or additional terms, conditions, guidelines, policies, or rules in relation to some of our Sites or other Molecule products or services made available on or through our Sites (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Sites and are hereby incorporated herein, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

2. How These Terms Apply

By using a Molecule Site, you fall into one or more of the following categories of Molecule user:

As a Managed User, you gain access to the Services through a Customer of Molecule. For example, if you are accessing the Service through your employer’s organization, then your employer is the Molecule Customer. The Customer Agreement governs our relationship with and commitment to deliver the Services to that Customer, who may then invite Managed Users to join their Molecule account. When you or another Managed User submits content or information to the Customer’s account, such content and information is deemed "Customer Data” and governed by the terms of the Customer Agreement. You acknowledge and agree that, as between Molecule and Customer, Customer Data is controlled by Customer, and the Customer Agreement provides Customer with choices and control over that Customer Data. For example, Customer may manage permissions, enable or disable third party integrations, or take steps to expand, consolidate, or share Customer Data, and these choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all Customer Data.

AS BETWEEN MOLECULE AND CUSTOMER, YOU ACKNOWLEDGE AND AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER MANAGED USERS OF ANY RELEVANT CUSTOMER POLICIES, PRACTICES, AND SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM YOU AND ANY OTHER MANAGED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CUSTOMER AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY OTHER MANAGED USERS RELATING TO CUSTOMER DATA, THE SERVICE, OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. IN YOUR CAPACITY AS AN MANAGED USER, MOLECULE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) TO YOU RELATING TO THE SERVICE, WHICH IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

3. Eligibility and Scope

To use the Sites you must be, and you represent and warrant that you are, at least 16 years of age and competent to agree to these Terms. If the law where you reside requires that you must be older in order for Molecule to lawfully provide the Sites to you and use your personal data without parental consent, then you must be that older age.

If the representations in the preceding sentence are not true, or if Molecule has previously prohibited you from accessing or using the Sites, you may not access or use the Sites.

4. Account Registration and Use

4.1 Account Registration and Confidentiality

To access certain of the Sites, you must register for a Molecule account by creating a username and password. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure, and you agree that you will not allow others to access the Service using your Molecule account. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We may assume that any communications we receive under your account have been made by you. If you are a workspace or organization owner or administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a workspace or organization (“Account Administrator”), you represent and warrant that you are authorized to do so and agree that Molecule is entitled to rely on your instructions.

4.2 Unauthorized Account Use

You are responsible for notifying us at legal@molecule.io if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Molecule will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Molecule or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Molecule reserves the right in its sole discretion to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account.

5. License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Sites only for your own internal use (or for internal uses authorized by the applicable Account Administrator), and only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Sites. Molecule may revoke this license at any time, in its sole discretion.

6. Acceptable Use Policy

You acknowledge and agree to comply with these Terms, including the following rules regarding acceptable use of the Sites (“Acceptable Use Policy”)

  1. Disruption of the Sites

    You may not:

    • access, tamper with, or use non-public areas of the Sites, Molecule’s computer systems, or the technical delivery systems of Molecule’s providers;
    • probe, scan, or test the vulnerability of any system or network or circumvent any security measure;
    • access or search the Sites by any means other than Molecule’s publicly supported interfaces (for example, “scraping”); or
    • interfere with or disrupt, or attempt to interfere with or disrupt, our infrastructure or the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Sites, or by scripting the creation of User Content interferes with the Sites; or
    • prompt or otherwise attempt to use artificial intelligence (AI) models to act in a manner that violates these Terms or circumvents safety filters and functionality of the Sites.

  2. Misuse of the Sites

    You may not use the Sites to carry out, promote, or support:

    • any disinformation, deception, fraudulent, or illegal activities;
    • the copying, modification, reformatting, downloading, storing, reproducing, reprocessing, transmitting, or redistribution of any data or information found in the Sites or use any such data or information in a commercial enterprise without obtaining prior written consent;
    • the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity (e.g., “spoofing”, “phishing”);
    • activities that are defamatory, libelous or threatening, or otherwise constitute hate speech, harassment, or stalking;
    • the violation of any law or the rights of others (including unlawful tracking, monitoring, and identification or the publishing or sharing of another person’s confidential or personal information without their express authorization and permission);
    • Investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding
    • for harm or abuse of a minor, including grooming and child sexual exploitation;
    • the sending of unsolicited communications, promotions advertisements, or spam;
    • the publishing or sharing of malicious content;
    • the promotion or advertisement of products or services other than your own without appropriate authorization;
    • the development of services that compete with Molecule; or
    • the submission or posting of any prohibited content referred to in Section 6(c) below.

  3. Prohibited Content

    You may not submit or post any content on the Sites that (or otherwise make use of the Sites in a manner that):

    • is deceptive, fraudulent, illegal, obscene, defamatory, disparaging, defamatory, threatening, pornographic, abusive, hateful, harassing, offensive, inappropriate, or objectionable information or communications of any kind;
    • contains any information, material, or other User Content that you do not have a right to make available under law or any contractual or fiduciary duty;
    • Investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
    • suggests that any content, information or other outputs generated by AI are human generated;
    • criticizes others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition;
    • contains any personal information of minors under the age of 16;
    • contains any sensitive personal information as defined by applicable law (such as an individual’s financial information, payment card numbers, social security numbers, or health information);
    • contains viruses, bots, worms, or similar harmful materials;
    • could cause damage to Molecule or any third party.

  4. Acceptable Use Violations

    If we reasonably believe a violation of this Acceptable Use Policy has occurred or may occur in the near future, we may suspend or terminate your access to the Sites, without any liability to us and in addition to any other remedies that may be available to us. Molecule reserves the right to notify the applicable Account Administrator of the foregoing.

7. Proprietary Rights

Molecule and its licensors exclusively own all right, title, and interest including all intellectual property rights in and to the Sites. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Sites.All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Sites shall, as between you and Molecule, at all times be and remain the sole and exclusive property of Molecule.

8. Third Party Content

The Sites may include information and content provided by third parties, including links to third-party websites, resources, and/or goods and services (collectively, "Third Party Content”). Molecule does not control or endorse any Third Party Content and is not responsible and will not be liable for any damages or losses caused by or relating to, (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) the availability of or any errors or omissions in such websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

9. User Content and Feedback

  1. User Content and Submissions on the Service. The Sites may allow you to submit information, text, files, and other materials (collectively, "User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms.
  2. Managed User Content on the Service. User Content submitted to the Service by Managed Users is Customer Data, which is owned and controlled by the Customer, in accordance with the Customer Agreement.
  3. Feedback. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Molecule or our Sites (collectively, "Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or to improve or develop new products, services, or the Sites in Molecule’s sole discretion. Molecule will exclusively own all improvements to, or new, Services, or Sites based on any Feedback. You understand that Molecule may treat Feedback as non-confidential.
  4. User Content and Feedback Representations. You represent and warrant that you have all required rights to submit Feedback and user content ("User Content”) without violation or infringement of any third-party rights. You understand that Molecule does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Molecule and our subsidiaries and affiliates, and each of our and their respective officers, directors, agents, partners, and employees (individually and collectively, the "Molecule Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Sites; (b) your violation of these Terms; (c) your submission, posting, or transmission of any content to the Sites; (d) sharing your login credentials for the Sites without Molecule’s authorization; (e) your violation of applicable law; (f) your violation, infringement, or misappropriation of any rights of another individual or entity (including, e.g., intellectual property rights or privacy rights); and (g) your conduct in connection with the Sites. You agree to promptly notify the Molecule Parties in writing of any Claims, cooperate with the Molecule Parties in defending such Claims, and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Molecule Parties will have control of the defense or settlement, at Molecule's sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and any of the Molecule Parties.

11. Disclaimers: Limitation of Liability

THE SITES AND USER CONTENT, WHETHER PROVIDED BY MOLECULE, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SITES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, MOLECULE DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SITES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF USER CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SITES OR THE SERVER(S) THAT MAKE THE SITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOLECULE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SITES, AND MOLECULE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SITES. MOLECULE WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING.THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL MOLECULE OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SITES, OR ANY LINK PROVIDED ON THE SITES, WHETHER OR NOT MOLECULE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED $100.

Some countries and U.S. jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in this Section 11. Accordingly, some of the above limitations may not apply to you.

12. Dispute Resolution; Binding Arbitration

  1. Informal Resolution. Most disputes can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration. This requires emailing legal@molecule.io a written notice (“Written Notice”), which must include: (1) your name; (2) the email address or phone number associated with your Molecule account; (3) a detailed description of the issue; and (4) how you’d like to resolve it. If the dispute is not resolved within sixty (60) days after receipt of the Written Notice, you and Molecule agree to resolve any remaining dispute through further informal discussions or one of the formal dispute resolution provisions below. You must engage in this informal resolution process before starting any formal dispute resolution unless exempted by law. Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled upon receipt of the Written Notice to disputes@Moleculeapp.com, while the parties attempt informal resolution.

    If you reside in the European Union, you may also be entitled to submit your complaint to the European Commission’s Online Dispute Resolution (ODR) Platform or the Out-of-Court Dispute Settlement (“OCDS”) mechanism under DSA Article 21. ODR allows EU consumers to resolve disputes related to the online purchases of goods and services without going to court. Note that a submission to the ODR or via the OCDS mechanism alone, without submitting a Written Notice to legal@molecule.io, will not toll the applicable statutes of limitations or other deadlines.

  2. Agreement to Arbitrate.

    IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT:

    You and Molecule agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. Except for the circumstances described below, and only after the parties have engaged in a good faith, but unsuccessful, effort to resolve the dispute in accordance with the “informal resolution” process (above), you and Molecule agree to resolve any dispute, disagreement, or claim relating to these terms or our services through final and binding arbitration in the U.S. county where you reside. This includes claims that arose, were asserted, or involve facts occurring before the existence of this arbitration agreement or any prior agreement as well as claims that may arise after the termination of this arbitration agreement, in accordance with the notice and opt-out provisions set forth in section.

  3. Arbitration Rules. The arbitration will be conducted by a single arbitrator, governed by these terms and the American Arbitration Association Rules, excluding any rules or procedures governing or permitting class or representative actions (the “AAA Rules”), available at https://www.adr.org/active-rules. These terms will govern if there’s a conflict between these terms and the AAA Rules. To begin the arbitration proceeding, either party must submit a written Demand for Arbitration (available at www.adr.org with the AAA and provide a copy to the other party as specified in the AAA Rules. To provide notice to Molecule, please send an email with the subject line “Arbitration Demand” to legal@molecule.io.

    If the amount in controversy does not exceed $10,000, and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Molecule submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which may be in-person, or held by videoconference or telephone conference.

  4. Arbitration costs. AAA sets forth fees for its services, which are available at https://www.adr.org/sites/default/files/Consumer_Fee_Schedule_3.pdf. If Molecule is the party initiating an arbitration against you, Molecule will pay all costs associated with the arbitration, including the entire filing fee. If you initiate an arbitration against Molecule, you will be responsible for the first $100 toward the nonrefundable Initial Filing Fee, unless the arbitrator determines that you are unable to pay, in which case Molecule will pay the entire filing fee. For cases seeking less than $75K, Molecule will pay the remainder of the Initial Filing Fee and both parties’ Administrative fees (unless the arbitrator finds your claims, defenses, or other fee-generating activity to be conducted for an improper purpose or frivolous (under the standard set forth in Federal Rule of Civil Procedure 11). For cases seeking more than $75K, fees and costs will be determined in accordance with AAA Rules.

    In all arbitrations, unless otherwise required by law or the AAA Rules, you’re responsible for all other additional arbitration costs incurred, including attorney’s fees and expert witness costs. The parties agree that AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under AAA’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by AAA does not constitute a default, waiver, or breach of this Section while such challenge remains pending before AAA, the arbitrator, and/or a court of competent jurisdiction.

  5. Offer of Judgment. At least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by the offering party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover its post-offer costs and will pay the offering party’s costs from the time of the offer.
  6. Arbitration Decision. The decision of the arbitrator will be in writing and binding on you and Molecule, and judgment to enforce the decision may be entered by any court of competent jurisdiction. You and Molecule agree that dispositive motions will be allowed in the arbitration. Except as explicitly set forth in this arbitration section, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these terms of service, including, but not limited to any claim that all or any part of these terms of service are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of AAA or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator must follow these terms and can award the same damages and relief as a court. The arbitrator has the right to impose sanctions in accordance with the AAA Rules and procedures for any frivolous claims, improper claims, or submissions the arbitrator determines have not been filed in good faith, as well as for a party's failure to comply with this Section or claims filed on behalf of a claimant who is not party to this agreement. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

  7. Mass filings. If, at any time, 30 or more similar demands for arbitration are asserted against Molecule or related parties by the same or coordinated counsel or entities (“Mass Filing”), these additional rules will apply:

    If you or your counsel file a demand for arbitration that fits within the definition of Mass Filing, you agree that your demand for arbitration will be subject to the additional protocols set forth in this mass filing subsection.

    Bellwether proceedings are encouraged by courts and arbitration administrators when there are multiple disputes involving similar claims against the same or related parties. You and Molecule agree to jointly ask the arbitrator to agree to the following procedures: The arbitrator will randomly assign sequential numbers to each of the claims included in a Mass Filing, after which the claims numbered 1-10 will be designated the “Initial Test Cases” and will proceed to arbitration. The Parties agree to decide on a single arbitrator for all Initial Test Cases and to consolidate the cases for pre-hearing procedures and the pre-hearing conference. Unless the claims are resolved in advance or the schedule is extended, the arbitrator will render final awards for the Initial Test Cases within 120 days of the initial pre-hearing conference. If fewer than 5 Initial Test Cases resolve without a final decision of the arbitrator because they are resolved in advance, cases will be selected in batches of 10 and will proceed to arbitration until at least 5 have been resolved by a final arbitrator decision. The arbitrator’s decisions for the Initial Test Cases shall be in writing and shall contain the essential findings and conclusions of fact and law upon which the arbitrator based the decision.

    The results of the Initial Test Cases resolved by a final arbitrator decision will then be given to a mediator who will try to facilitate a resolution of the remaining cases. After the results are provided to the mediator, the mediator and the parties will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding cases. If the parties are unable to resolve the outstanding claims during the Mediation Period, either Party may choose to opt out of the arbitration process and proceed in court with its remaining claims. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. Opt out of arbitration under this section shall not be construed as opt out of the section titled “Class Waiver” below.

    Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to claims in the Mass Filing.

    If your demand for arbitration is included in the Mass Filing, any statute of limitations applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

  8. Waiver of Jury Trial. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. In some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND MOLECULE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
  9. Opt-out. (Consumers Only). You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us notice of your opt-out via email at legal@molecule.io. In order to be effective, the opt-out notice must include your full name, and mailing address, and email address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13 (Governing Law and Jurisdiction). If you opt out of these arbitration provisions, Molecule also will not be bound by them.
  10. Exceptions. You or Molecule may still pursue claims, if they qualify, exclusively in small claims court in Wilmington County, Delaware, and you and Molecule both consent to venue and personal jurisdiction in that court. The small claims court, and not any arbitrator or AAA, shall have the exclusive authority to resolve disputes regarding whether a dispute is properly within the jurisdiction of a small claims court. Additionally, disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of our services will not be subject to arbitration. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.
  11. Class waiver. IF YOU’RE A U.S. RESIDENT, EXCEPT AS PROVIDED HEREIN, YOU AND MOLECULE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, UNLESS MOLECULE PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. If this specific paragraph is found unenforceable, then the “Agreement to arbitrate” section will be null and void. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. This subsection does not prevent you or Molecule from participating in a class-wide settlement of claims.
  12. Changes to this Dispute Section: Molecule will provide 30 days’ notice of the date of any material changes to this clause. Changes will become effective on the 30th day and apply to all claims not yet filed. If you continue to use the site after the 30th day, you agree that any unfiled claims of which Molecule does not have actual notice are subject to the revised clause. If you reject any such changes by opting out of the arbitration agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the arbitration agreement will not apply to claims not yet filed. If Molecule changes this “Dispute Resolution” section after the date you first accepted this agreement (or accepted any subsequent changes to this agreement), you agree that your continued use of the Molecule product(s) or services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in this section.

13. Governing Law and Jurisdiction

These Terms and your use of the Service are governed by the laws of the State of Delaware without reference to conflict of laws rules or principles. Any dispute that is not subject to arbitration under Section 12 (Dispute Resolution; Binding Arbitration) will be resolved exclusively in the state or federal courts in Wilmington, Delaware, and you and Molecule both consent to venue and personal jurisdiction in these courts and waive any objection to venue in any such courts.

If you are a consumer residing in the European Union, this clause and these terms in general do not affect any mandatory consumer rights you may have under your local law, and all disputes arising in connection with the services and/or these terms shall be submitted to the exclusive jurisdiction of the courts of Dublin, Ireland or, if you are a consumer, to a court closer to your domicile if in an EU Member State.

14. Export Control

You agree to comply with all applicable import, export, and re-export control laws and restrictions, including but not limited to those of the United States including the U.S. Department of Commerce Export Administration Regulations (“EAR”) and economic sanctions maintained by the U.S. Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”), and those of the European Union and its member states, and you will not use the Sites to cause a violation of such laws or regulations. You agree to not use the Sites to store or distribute content that is subject to export controls, unless you have obtained all required government export authorizations. Further, you represent and warrant that you are not on any government list of prohibited or restricted parties, or otherwise subject to equivalent restrictions, as specified in the laws and regulations listed above or in your country’s laws. You may not download or use our Sites if you are located in a country or region subject to U.S. or E.U. government embargo unless that use is expressly authorized by the United States and other relevant authorities.

15. Copyright Complaints; Repeat Infringer Policy

We respect artist and content owner rights, and we expect our users to do the same. It is our policy to respond to claims of infringement in compliance with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Sites, please complete the following DMCA Notice and deliver it to our Designated DMCA Agent at the contact information provided below.

You must provide the following information in writing in your DMCA Notice:

  1. Identify the copyrighted work that you claim has been infringed;
  2. Identify the material that is claimed to be infringing and where it is located on the Service;
  3. Provide reasonably sufficient information to permit us to contact you, such as your address, e-mail address, and/or telephone number;
  4. Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
  5. Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
  6. Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner.

Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at:

Molecule Software, Inc.
1333 West Loop South, Suite 820
Houston, TX 77027
Attn: DMCA Agent/Legal Department

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

16. General Terms

  1. Modifications to the Sites. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Sites (or any part thereof), with or without notice. You agree that Molecule shall not be liable to you or any third party for any modification, suspension or discontinuation of the Sites.
  2. No Waiver. The failure of Molecule to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If any provision of these Terms is found to be invalid or unenforceable, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
  3. Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
  4. Entire Agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Molecule and supersede any prior agreements between you and Molecule on the subject matter.
  5. Conflict between these Terms and Other Terms. To the extent of any conflict or inconsistency between the provisions in these Terms and any other terms or resources referenced in these Terms, the terms contained directly in these Terms will first prevail; provided, however, that if you are a Managed User and there is a conflict or inconsistency between an applicable Customer Agreement and these Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these Terms.The applicable Customer will be responsible for notifying Managed Users of those conflicts or inconsistencies and until such time, the terms set forth herein will be binding. Where additional terms apply to our products or services, the additional terms will control with respect to your use of those particular products or services to the extent of any conflict with these Terms.
  6. Notices. We may deliver notice to you by email, posting a notice on the Sites or any other method we choose, and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: Molecule Software, Inc., 1333 West Loop South, Suite 820, Houston, TX 77027, Attn: Legal Dept.; legal@molecule.io.
  7. Miscellaneous. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you.These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Molecule without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Molecule. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms.You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Sites for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers.The section titles in these Terms are for convenience only and have no legal or contractual effect. The following sections shall survive any termination or expiration of these Terms: Sections 1 (Introduction); 2 (How These Terms Apply); 6 (Acceptable User Policy); 7 (Proprietary Rights); 8 (Third Party Content and Services); 9 (User Content and Feedback); 10 (Indemnification); 11 (Disclaimer, and Limitation of Liability); 12 (Dispute Resolution; Binding Arbitration); 13 (Governing Law and Jurisdiction); 14 (Export Control); 15 (Copyright Complaints; Repeat Infringer Policy); and 16 (General Terms).

17. Questions

If you have any questions about these Terms, please contact us at legal@molecule.io.