End User License Agreement

Welcome and thank you for your interest in Science Corporation (“Company,” “we, ” “us” or “our”). This End User License Agreement (the “EULA”) along with any applicable supplemental terms that may be presented to you for your review and acceptance in connection with the Service (defined below) (collectively, the “Agreement”) describes the terms and conditions that apply to your use of (i) the neural engineering software application known as “Nexus” that we license subject and pursuant to this EULA (the “Nexus Application”), (ii) the Company’s proprietary benchtop headstage product known as “SciFi” (the “SciFi”) and any software application that we offer through or in the SciFi (the “SciFi Firmware”) and (iii) the services, content, and other resources available on or enabled via the Nexus Application or SciFi Firmware (collectively, (i)-(iii) the “Service”). In order to authenticate your SciFi and/or download the Nexus Application and use the Service, you must have an active account established through the Company’s Science Foundry platform, which can be accessed at https://science.xyz/foundry/ and https://science.xyz/services/foundry/ (a “Foundry Account”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND ITS COMPONENTS AND APPLIES TO ALL USERS THEREOF. BY USING THE SERVICE OR ANY OF ITS COMPONENTS, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE NEXUS APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, (3) YOU ARE NOT BARRED FROM USING THE SERVICE OR ANY COMPONENT THEREOF UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE OR ANY COMPONENT THEREOF.

1. THE SERVICE.

   1.1. Overview and Use. The Service, among other things, is designed to collect, transmit and analyze data captured by one or more neural probes (provided by you, unless otherwise agreed by us in writing pursuant to a separate agreement) that are synced with your SciFi (each such neural probe, a “Probe”). Your SciFi, once authenticated and synced to your Nexus Application, can transmit data from the Probes to your Nexus Application for review and analysis. In order to access certain features of the Service, you are required to have an active Foundry Account, which you must access and use to authenticate your SciFi and activate the Nexus Application. You acknowledge and agree that (i) the Service expressly excludes all Probes (unless otherwise agreed by us in writing pursuant to a separate agreement); (ii) you are solely responsible for providing Probes that are compatible with SciFi; (iii) you are solely responsible and liable for selection and use of such Probes. The information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Company, your right to access and use the Service and its components, in whole or in part, is subject to this Agreement. The Service may only be used for research on non-humans and excludes (1) evaluation of the safety and effectiveness of the Service on human subjects, either patients or healthy controls; (2) commercial or clinical use of any kind; (3) production of products for use in humans to treat, prevent, or diagnose any disease or condition; and (4) activity directed towards the submission of data to the United States Food and Drug Administration or any equivalent regulatory agency within or outside of the United States (“Permitted Use”).

   1.2. Nexus Application and SciFi Firmware License. Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to (i) download, install and use a copy of the Nexus Application on a single computing device that you own or control through which you access or use the Service (a “Computing Device”) and to run such copy of the Nexus Application and (ii) use the object code of the copy of SciFi Firmware embedded in your SciFi, in each of (i) and (ii) solely: (A) within the scope of any term limits and other usage restrictions set out in purchases made through your Foundry Account, if any and (B) for your own internal use, consistent with the Permitted Use. For the avoidance of doubt, any use of Nexus, SciFi or the Service beyond the Permitted Use is unauthorized and expressly prohibited.

   1.3. Updates. You understand that the Service is evolving. As a result, Company may request or require you to install updates to the SciFi Firmware or Nexus Application, or offer for purchase updates to the SciFi Firmware or to the Nexus Application that you have installed on your Computing Device. In order to download and install an update to the SciFi Firmware or Nexus Application you may be required to log in to your Foundry Account associated with your SciFi and Nexus and accept a revised version of the EULA and/or additional supplemental terms. Any future release, update or other addition to the SciFi Firmware or to the Nexus Application (or to the Service generally) and made available to you shall be subject to this Agreement.

2. CUSTOMER RESPONSIBILITIES.

   2.1. Content. You acknowledge that any information, data, text, software, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, transmit or otherwise make available through the Service (“Your Content”). For the avoidance of doubt, Your Content includes all data transmitted to or otherwise received by your Nexus Application from your SciFi and any and all data, reports, analysis or other outputs generated by or obtained from your use of the Service.

   2.2. Necessary Equipment and Software. You must provide all Computing Devices, Probes and other equipment or software necessary to access or use the Service, including to locally host the Nexus Application. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.

   2.3. Installation; Hosting; Storage. You are responsible for installing the Nexus Application and Your Content on your own Computing Devices. Company has no obligation to store any of Your Content. Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.

   2.4. Your SciFi and Nexus Application. You are responsible for all activities that occur through use of your SciFi and the Nexus Application. You shall monitor your SciFi and Nexus Application to restrict use (i) beyond the Permitted Use or (ii) by minors, and you will accept full responsibility for any unauthorized use of the Service. You agree to notify Company immediately of any unauthorized use of your password or any other breach of security with respect to your Foundry Account, SciFi or Nexus Application.

3. OWNERSHIP.

   3.1. The Service. Except with respect to Your Content, you agree that Company and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, methods of operation, moral rights, documentation, Company-provided software, algorithms and designs (including the layout and presentation of any output, analysis and reports generated by or obtained through the Service)). You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Service.

   3.2. Trademarks. Company’s name and all related stylizations, graphics, logos, service marks, trademarks and trade names used on or with the Service are the trademarks of Company and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

   3.3. Your Content. Company does not claim ownership of Your Content or the Probes that you provide.

   3.4. Feedback; Statistical Information. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company related to the Service or any portion thereof (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Company’s business. Company may compile and, both during and after the term of this Agreement, use de-identified, anonymized, and/or aggregated statistical information and usage data related to the performance of the Service for purposes of improving or enhancing the Service, and any other current or future offerings of Company, provided that such information is not identifiable to or associated with any individual user.

4. USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree to comply with all applicable laws and to not to use the Service for any purpose other than the Permitted Use, or that is prohibited by this Agreement or by applicable law. Without limiting the foregoing, you shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Company’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, computing devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service; (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vii) impersonate any person or entity, including any employee or representative of Company; (viii) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; or (ix) use, advertise for use, promote or publicize the Services in connection with any purpose or use other than the Permitted Use. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Company pursuant to this Agreement. We reserve the right to remotely terminate your access to one or more components of the Service in the event of your breach of this Agreement.

5. THIRD-PARTY SERVICE.

   5.1. Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites and applications and advertisements for third parties (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Company. Company is not responsible for any Third-Party Services. Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

   (a) Sharing Your Content and Information Through Third-Party Services. Company may provide tools through the Service that enable you to export information, including Your Content, to Third-Party Services. By using one of these tools, you agree that Company may transfer that information to the applicable Third-Party Service. Company is not responsible for any Third-Party Service’s use of your exported information.

6. FEES. Company does not currently charge a fee for the Services under this Agreement. However, it reserves the right to charge such fees in the future, including charging for the Service (or any component thereof) and future features of the Service through your Foundry Account.

7. INDEMNIFICATION. You shall indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of the Service in violation of this Agreement; (iii) any Probe or use thereof; or (iv) your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of this Agreement and/or your access to the Service.

8. DISCLAIMER OF WARRANTIES.

   8.1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE AND EACH COMPONENT THEREOF IS AT YOUR SOLE RISK, AND THE SERVICE AND EACH SUCH COMPONENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

   (a) THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS OR INFORMATION OBTAINED FROM USE OF THE SERVICE OR ANY COMPONENT THEREOF WILL BE ACCURATE OR RELIABLE.

   (b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

   (c) FROM TIME TO TIME, COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES CONSISTENT WITH THE PERMITTED USE AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

   8.2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS OF THE SERVICE, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. COMPANY MAKES NO WARRANTY WITH RESPECT TO THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES, INCLUDING ANY PROBE, INCLUDING THAT SUCH GOODS OR SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

   8.3. MEDICAL DISCLAIMERS. COMPANY DOES NOT OFFER MEDICAL ADVICE AND NEITHER SERVICE NOR ANY ASPECT THEREOF REPLACES MEDICAL CARE NOR IS INTENDED TO DIAGNOSE OR TREAT ANY ILLNESS, DISEASE OR MEDICAL CONDITION. YOU, AND NOT COMPANY, ARE RESPONSIBLE FOR YOUR OWN MEDICAL TREATMENT AND DECISIONS. ANY CONTENT ACCESSED THROUGH THE SERVICE IS FOR RESEARCH, INFORMATIONAL, AND EDUCATIONAL PURPOSES ONLY, CONSISTENT WITH THE PERMITTED USE, AND IS NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, DRUG INTERACTIONS OR ADVERSE EFFECTS. PLEASE CONSULT YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION, OR BEFORE TAKING ANY DRUG, CHANGING YOUR DIET, OR COMMENCING OR DISCONTINUING ANY COURSE OF TREATMENT. NEVER DISREGARD THE ADVICE OF YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER , AND DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH THE SERVICE. THE CONTENT SHOULD NOT BE USED DURING A MEDICAL EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. CALL 911 OR YOUR DOCTOR FOR ALL MEDICAL EMERGENCIES.

9. LIMITATION OF LIABILITY.

   9.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

   9.2. Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF $100; OR IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

   9.3. User Content; Probes. COMPANY ASSUMES NO RESPONSIBILITY FOR THE PROBES OR YOUR CONTENT, INCLUDING, WITHOUT LIMITATION, FOR ANY DEATH OR BODILY HARM IN CONNECTION WITH USE OF THE PROBES OR FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE YOUR CONTENT.

   9.4. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

   9.5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

10. TERM AND TERMINATION.

    10.1. Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service or any of its components in accordance with and for the term of your purchased use through your Foundry Account, unless terminated earlier in accordance with this Agreement.

    10.2. Termination of Service by Company. If you have materially breached any provision of this Agreement, or if Company is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Service provided to you. Company reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of this Agreement.

    10.3. Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying Company at any time and (ii) closing your Foundry Account for the Service. Your notice should be sent, in writing, to Company’s address set forth below.

    10.4. Effect of Termination. Upon termination of the Service or this Agreement, your right to use the Service will automatically terminate. If we terminate this Agreement for cause, we may also bar your further use or access to the Service. Company will not have any liability whatsoever to you for any suspension or termination. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

    10.5. No Subsequent Registration. If this Agreement is terminated for cause by Company or if your Foundry Account or ability to access the Service is discontinued by Company due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

11. GENERAL PROVISIONS.

    11.1. Electronic Communications. The communications between you and Company may take place via electronic means, whether you visit the Service or send Company emails, or whether Company posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

    11.2. Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, sub-licensed, delegated or otherwise transferred by you without Company’s prior written consent. Company may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

    11.3. Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

    11.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us through your Foundry Account. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

    11.5. Agreement Updates. In the event a change in applicable law or Update to the Service requires Company to make a change to this Agreement, Company will make a new copy of the Agreement available to you. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an active Foundry Account and thirty (30) days after posting for users with an active Foundry Account. Company may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

    11.6. Dispute Resolution. In the event of any dispute arising under or relating to this Agreement, the parties shall first attempt to resolve such dispute amicably through informal dispute resolution, which shall commence by one party sending a notice of dispute to the other party. Following such notice, representatives from both parties with authority to resolve the dispute shall meet and confer to negotiate a resolution. Any dispute that is not resolved within thirty (30) days after the initial meeting or forty-five (45) days after the initial notice shall be determined and settled by confidential arbitration, conducted in English, held in Alameda County, California, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

    11.7. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Alameda County, California, and each party submits to the personal jurisdiction of such courts.

    11.8. Governing Law THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

    11.9. Notice. Company will give notice to you via email to the current email address associated with your Foundry Account. In the event that such email address is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Company’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address: legal@science.xyz. Such notice shall be deemed given when received by Company.

    11.10. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    11.11. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

    11.12. Export Control. You may not use, export, import, or transfer the Service or any component thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located 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 (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

    11.13. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.