Last Updated: September 15, 2025

Welcome to FluoroFinder. These Terms of Service (this “Agreement“) are agreed to between FluoroFinder LLC (“FluoroFinder”) and you as an individual, or, if you represent an entity or other organization, that entity (in either case, “you” or “your”).

FluoroFinder offers a proprietary platform to automate fluorescence experiment design (the “Platform”), which includes FluoroFinder’s database, design tools (e.g., Spectra Viewer, Panel Builder, IntelliPanel), and other workflow tools that leverage a comprehensive collection of instrument configurations and antibodies from virtually all applicable suppliers. You may access the Platform (or portions thereof) through the website located at https://fluorofinder.com/  or through other websites operated by or on behalf of FluoroFinder (including any webpage of any of the foregoing websites, such as app.fluorofinder.com) (each, a “Site”)  or using web applications provided by or on behalf of FluoroFinder (each, an “Application”, and each Site, Application, and Generative AI Model (as defined below) are treated as a part of the “Platform” for purposes of this Agreement).

The Platform provides Users (as defined below) with the ability to provide or access information, data, and other content (collectively, “Content”, and together with any services, features, and functionality available through the Platform offered via any Site or Application (excluding Third-Party Services, as defined below), collectively, the “Services”). Please note, FluoroFinder may also provide automated chatbot features and services to communicate with you.

This Agreement applies to the Platform, Content, and other Services available through the Platform, regardless of the Site or Application through which you access or use the Platform, Content, or other Services. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING ANY PART OF THE PLATFORM OR SERVICES, BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, BY ACCESSING OR USING ANY PART OF THE PLATFORM OR SERVICES OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IF THE PARTIES HAVE OTHERWISE AGREED TO A SEPARATE WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF EACH PARTY GOVERNING YOUR ACCESS TO AND USE OF THE PLATFORM OR SERVICES (“SERVICES AGREEMENT”), SUCH SERVICES AGREEMENT APPLIES AND THIS AGREEMENT WILL BE OF NO FORCE OR EFFECT

SECTION 20 (DISPUTE RESOLUTION) OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND FLUOROFINDER ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 20 (DISPUTE RESOLUTION) WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND FLUOROFINDER TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 20 (DISPUTE RESOLUTION) FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT AND OTHER LIMITATIONS.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, FLUOROFINDER IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT.

1. DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States of America.

2. TERM. This Agreement is entered into as of the earlier of the date you first download or install any Application or first access or use the Platform or Services (the “Effective Date”) and will continue until terminated as set forth herein.

3. MODIFICATIONS. FluoroFinder may, at any time, modify, deprecate, or discontinue all or part of the Platform or Services or change, modify, or waive fees required to use the Platform or Services. FluoroFinder may also charge a fee for any features of functions of the Platform or Services at any time. In the event FluoroFinder discontinues the Platform or Services (or any part thereof) either permanently or temporarily, your right to use the Platform or Services (or particular part thereof) will be automatically terminated or suspended, as the case may be. If that happens, unless applicable law requires otherwise, FluoroFinder is not required to provide any refund, benefit, or other compensation to you in connection with any such discontinued elements of the Platform or Services previously obtained by you. FluoroFinder also reserves the right, in its sole discretion at any time, to modify this Agreement. When changes are made, FluoroFinder will make a new copy of this Agreement available on the Platform. FluoroFinder will also update the “Last Updated” date at the top of this Agreement. FluoroFinder will inform you of the presence of any changes to this Agreement by posting those changes on the Platform or by providing you with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You may terminate this Agreement as set forth below if you object to any such modifications, and in such case, you shall stop any use of the Platform and Services. Otherwise, you will be deemed to have agreed to any and all modifications through your continued use of the Platform or Services following such notice period. PLEASE REGULARLY CHECK THE PLATFORM TO VIEW THE THEN-CURRENT VERSION OF THIS AGREEMENT.

4. ELIGIBILITY. You must be 18 years of age or older to access or use the Platform or Services. By accessing or using the Platform or Services, you represent that you are at least 18 years old or the age of majority in the applicable jurisdiction (e.g., your state of residence) if such age of majority is greater than 18. The Platform and Services are intended to be used only by individuals that can form legally binding contracts under applicable law. By accessing or using the Platform or Services you agree that you meet these eligibility requirements.

5. ACCOUNTS.
5.1. Users. You may be permitted to access certain Services without establishing a user account on the Platform (an “Account”), provided that you have agreed to this Agreement. However, before accessing certain portions of the Platform and Services you and any person you authorize to access the Platform or Services, as well as any other end user thereof (you and any such third party, each, a “User”) are required to establish an Account on the Platform. Approval of your request to establish an Account will be at the sole discretion of FluoroFinder. If you are an entity or organization, you represent and warrant that each User will only use such person’s dedicated company email address provided by you to sign up for an Account or otherwise in connection with their Account (i.e., no User may use the email address of another entity or organization or any personal email address for their Account). Each Account and the user identification and password for each Account, or the single sign-on (SSO) integration through which a user may access the Platform or Services through its Account (separately or collectively, the “Account ID”), is personal in nature. Each Account is for the respective User’s personal use and each respective Account ID may be used only by such User alone; thus, your Account is for your personal use only and each Account ID of yours may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. For avoidance of doubt, if you are signing up as a permitted user under an entity/organization account, you may not transfer your Account or Account ID to a personal account or to any other entity’s or organization’s account. For example, if you’ve established an Account while working at ABC Widget, Inc. and then become employed by XYZ Services, LLC, you may not transfer your Account, Account ID, or User Content to XYZ Services, LLC or any account of theirs. You are solely responsible for all use of the Platform and Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify FluoroFinder immediately if your Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of your Account or under your Account ID (whether lawful or unlawful) and any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you. To the extent set forth in the applicable Order (defined below), you may be permitted to access your account via an SSO integration (as further described in Section 7.6(c) (To Third-Party Authentication and Integrations) below.
5.2. Account Registration. In connection with establishing an Account, you will be asked to submit certain information about yourself and your organization, if applicable (“Registration Information”). You represent and warrant that: (a) all Registration Information you provide will be accurate, complete, and current; and (b) you will maintain and promptly update your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person or organization with the intent to impersonate that person or organization; and (ii) use or input Registration Information that FluoroFinder, in its sole discretion, deems offensive.

6. CONTENT.
6.1. User Content. “User Content” means any and all information, data, and other content (including text, audio, illustrations, graphics, and other media) that a User makes available to FluoroFinder or otherwise in connection with their use of the Platform or Services, including any such Content that a User provides, uploads, or transfers to the Platform (such as experiment details, including location, product selection, and product inventory) or generates through the User’s Account (e.g., your Registration Information). You are solely responsible for Your User Content (defined below). You assume all risks associated with use of Your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of Your User Content that makes you or any third party personally identifiable. FluoroFinder is not obligated to back up any User Content.
6.2. Prohibited Content. Notwithstanding anything to the contrary in this Agreement, you shall not upload to the Platform or otherwise submit or make accessible to the Services or FluoroFinder any personally identifiable data or any financial account or government issued identifiers (e.g., social security numbers, credit card information, or bank information), protected health information, or other types of personal data or sensitive data that is subject to specific or elevated data protection requirements (collectively, “Prohibited Content). Notwithstanding anything to the contrary in this Agreement, you acknowledge that: (a) the Platform and Services are not intended for the management or protection of Prohibited Content and may not provide adequate or legally required security for Prohibited Content; and (ii) FluoroFinder will have no liability for any failure to provide protections set forth in any Laws or standards applicable to such Prohibited Content or to otherwise protect the Prohibited Content. You may not in any circumstance upload, submit, or otherwise make accessible any Prohibited Content to the Platform, Services, or FluoroFinder.
6.3. Acceptable Use Policy. The following sets forth FluoroFinder’s “Acceptable Use Policy”: you agree, represent, and warrant not to use the Platform or Services to collect, upload, transmit, display, analyze, or distribute any User Content that: (a) violates this Agreement, including the Privacy Policy (defined below) or any laws, rules, or regulations (“Laws”); (b) constitutes an infringement, misappropriation, or violation of any intellectual property rights, proprietary rights, rights of publicity, rights of privacy, or any other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (collectively, “IPR”) or other rights of any third party; (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (d) is harmful to minors in any way; (e) would cause FluoroFinder to violate any applicable Laws; (f) constitutes unlawful or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (g) would cause you to violate any obligations or restrictions imposed by any third party; or (h) constitutes Prohibited Content. You represent and warrant that: (i) neither Your User Content nor the use of Your User Content by FluoroFinder or any service provider will violate this Acceptable Use Policy or any third-party policy which you are bound by or have otherwise agreed to comply with (e.g., policies of your employer or school), and (ii) you will at all times comply with the Acceptable Use Policy. FluoroFinder reserves the right (but has no obligation) to review any User Content, investigate, or take appropriate action against you in its sole discretion if you violate the Acceptable Use Policy or otherwise create liability or harm for FluoroFinder or any other person or third party. Such acts may include removing or modifying Your User Content, terminating or suspending your Account or your access to your Account or the Platform or Services (including Your User Content), pursuing legal action, or reporting you to law enforcement authorities.
6.4. Feedback. If you provide FluoroFinder with any feedback or suggestions regarding the Platform or any Services (“Feedback”), you hereby assign to FluoroFinder all right, title, and interest in and to the Feedback and agree that FluoroFinder shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. FluoroFinder will treat any Feedback you provide to FluoroFinder as non-confidential and non-proprietary. You agree that you will not submit to FluoroFinder any information or ideas that you consider to be confidential or proprietary.

7. ACCESS.
7.1. To the Platform. Subject to your compliance with this Agreement, FluoroFinder will permit you to access and use the Platform and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you agree to with FluoroFinder before being given access to any specific aspects of the Platform or Services. Any additional agreement is in addition to this Agreement and will govern your use of the portions of the Platform or Services, as the case may be, to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the applicable additional agreement.
7.2. To Applications. Without limiting the generality of the foregoing, subject to your compliance with this Agreement and any other terms and conditions accompanying the Application, to the extent applicable, FluoroFinder will permit you to operate those Applications solely for the purpose of using and accessing the Platform and Services as intended. To the extent applicable, you may install or use each Application only on computers, mobile devices, or smart phones owned or controlled by you and used only for your internal business and/or research purposes in accordance with this Agreement and any applicable terms and conditions accompanying the Application or otherwise provided to you by FluoroFinder. Except as expressly set forth in the previous sentence, you are granted no licenses or other rights in or to any Application. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement you are required to agree to before being given access to any Application.
7.3. To Other Users. Without limiting the generality of the foregoing, the Platform or Services may allow you to communicate with other Users through the Platform. By connecting or communicating with other Users, you are agreeing to allow those Users to communicate directly with you through the Platform. You agree that you are solely responsible for all communications between you and any other User through the Platform. Your extension or acceptance of a connection, or other communication with another User will serve as your affirmative “opt in” to the disclosure of any of Your User Content or other data or information that you provide to that other User.
7.4. To Content. Unless otherwise noted on the Platform, all Content available through the Platform, including all text, audio, video, photographs, illustrations, graphics, and other media, is owned by FluoroFinder, the User providing the applicable User Content, or FluoroFinder’s other third-party providers. All User Content provided by you remains your property. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Subject to your compliance with this Agreement, you may access the Content solely for your internal business and/or research purposes in connection with your own use of the Platform or Services. FluoroFinder has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content. Each User is solely responsible for any and all of its User Content. Because FluoroFinder does not control User Content, you acknowledge and agree that FluoroFinder is not responsible for any User Content (including, for the avoidance of doubt, Your User Content). FluoroFinder makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and FluoroFinder assumes no responsibility for any User Content. Your interactions and transactions with any other User are solely between you and such User. You agree that FluoroFinder will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other User, FluoroFinder is under no obligation to become involved. Without limiting the foregoing, FluoroFinder will not be held liable to you or any other third party for any Content (including Your User Content) under a federal law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, you are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If you would like to use any Content in a manner not permitted by this Agreement, please contact FluoroFinder.
7.5. To Beta Offerings. From time to time, FluoroFinder may offer new “beta” features or tools or trial access to the Platform or Services (each, a “Beta Offering”). Beta Offerings are offered solely for trial or evaluation purposes and may be modified or discontinued at FluoroFinder’s sole discretion. Beta Offerings may be inoperable, incomplete, or include features that FluoroFinder may never release, and their features and performance information are FluoroFinder’s confidential information. If the Platform or Services include a mechanism that limits access to Beta Offerings, you will not attempt to circumvent any such mechanism or restriction. Notwithstanding anything else in this Agreement to the contrary: (a) FLUOROFINDER’S CUMULATIVE LIABILITY RELATING TO ANY BETA OFFERINGS, AND ANY ACCESS TO THE SERVICES IN CONNECTION THEREWITH, IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE GREATER OF (I) $10 AND (II) THE AMOUNT YOU ACTUALLY PAID FOR THE BETA OFFERINGS IN THE IMMEDIATELY PRECEDING 6-MONTH PERIOD; (b) FluoroFinder has no obligation to retain Your User Content used with Beta Offerings, and (c) FluoroFinder provides the Beta Offerings, and all access to the Services in connection therewith (i) on an “AS-IS” and “AS AVAILABLE” basis, without warranty of any kind, (ii) without support, maintenance, service levels, training, or other services relating to the Platform or Services, and (iii) without any obligation or duty to indemnify, defend, or hold you harmless.
7.6. To Third-Party Services.
(a) Generally. FluoroFinder may provide you with the ability to access through the Platform or Services certain functionality, products, services, and other offerings provided by third-party providers (together with any information, data, materials, and content available thereon or therethrough, “Third-Party Services”). All Third-Party Services are provided by third parties and FluoroFinder does not control any Third-Party Service. As an example of a Third-Party Service, FluoroFinder may offer via the Platform eLearning videos provided by Work-Flow (or another third-party provider). You agree that FluoroFinder is not responsible for any information or data that you may transmit, process, or transfer to or from any Third-Party Service or provider through the Platform or Services after such information or data leaves the Platform or Services. FluoroFinder cannot guarantee the continued availability of any Third-Party Service and may block or cease access provided by the Platform or Services to any Third-Party Service without entitling you to any refund, credit, or other compensation, if for example the provider of a Third-Party Service ceases to provision the Third-Party Service at a level or in a manner acceptable to FluoroFinder or such Third-Party Service is no longer available via such provider.
(b) AI Models. You acknowledge and agree that the Platform, Services, and Third-Party Services may use artificial intelligence or Generative AI Models. “Generative AI Models” means computer programs that use artificial intelligence to process vast quantities of data and generate new content, such as text, images, videos, music, and source code (“Outputs”) based upon other data, content, or information, including text, images, videos, music, and source code submitted to the program (“Inputs”). You further acknowledge and agree that: (a) you should not rely on factual assertions in Outputs without independently fact checking their accuracy; (b) Outputs that appear accurate because of their detail or specificity may still contain material inaccuracies; (c) Generative AI Models may not access the most current or complete information; and (d) Outputs may not account for events or changes to underlying facts occurring after the Generative AI Model was trained.
(c) To Third-Party Authentication and Integrations. Without limiting the generality of the foregoing, the Platform or Services may enable you to (i) use third-party authentication services to sign on to the Platform or Services (e.g., single sign-on (SSO) to access third-party accounts such as Google or Slack) (“Third-Party Authentication”), and (ii) integrate the Platform or Services with Third-Party Services (each, a “Third-Party Integration”). Third-Party Integrations are intended, for example, for data transfers for syncing and are implemented through protocols such as SCIM. You acknowledge and agree that: (A) FluoroFinder is entitled to rely on any authentication provided via any Third-Party Authentication; (B) you authorize FluoroFinder to disclose Your User Content to the third party associated with any Third-Party Integration that you enable; (C) FluoroFinder will not be responsible or liable, directly or indirectly, for the security of any Third-Party Authentication with respect to the third party’s implementation of the Third-Party Integration or the security of the underlying protocols used for the same, or for any damage or loss caused by or in connection with the use of or reliance on any Third Party Authentication; (D) each applicable Third-Party Authentication provider is a separate data controller with respect to such provider’s processing of Your User Content; (E) any use of any Third-Party Authentication is subject to such provider’s terms and privacy practices and FluoroFinder does not control the processing of Your User Content by any such provider; and (F) if any User enables, integrates, accesses, or otherwise uses any Third-Party Authentication in connection with such User’s use of the Platform or Services, any such use is governed solely by the terms, conditions, and policies of such Third-Party Authentication. ANY USE OF THIRD-PARTY AUTHENTICATION IS DONE AT YOUR SOLE RISK. FLUOROFINDER IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY AUTHENTICATION OR THE SECURITY THEREOF.

8. YOUR SERVICES. Except as otherwise expressly provided herein, you are solely responsible for any solutions or services (such as experiments) you offer, provide, or make available through the Platform or Services (collectively, “Your Services”). You agree that none of Your Services will: (1) violate this Agreement, including the Acceptable Use Policy; or (2) violate any applicable Laws or cause FluoroFinder or any other User to violate any applicable Laws.

9. PAYMENT.
9.1. Fees. You shall pay FluoroFinder all fees you have agreed in writing to pay to FluoroFinder in connection with this Agreement and your access to and use of the Platform or Services (including Additional Charges, defined below, “Fees”), in accordance with the terms of this Agreement. All recurring Fees will be due and payable by you in advance of the initial period and each applicable renewal period under this Agreement unless other payment terms have been extended to you by FluoroFinder. All other Fees will be due and payable as specified in the applicable Order.
9.2. Orders and Billing. Your Fees, and any other amounts owing to FluoroFinder hereunder, will be billed using one of the following methods (as specified in the applicable proposal, quote, online registration or ordering process, order, or similar document, in each case referencing this Agreement and entered into between you and FluoroFinder (each, an “Order”)): (a) by direct debit of your Payment Method (as hereinafter defined), in which case you authorize FluoroFinder or its Payment Processor (defined below) to debit you in the month prior to the commencement of the applicable Billing Cycle (defined below); (b) by issuing an invoice in accordance with the Billing Cycle or payment milestones specified in the applicable Order; or (c) by such other forms of payment that FluoroFinder makes available to you (e.g., through the Platform), which may be subject to additional terms and conditions. If you require issuance of purchase orders, you shall issue such purchase orders for the entirety of the Order (i.e., for all Services and access to or use of the Platform purchased thereunder) as promptly as possible (i) after entering into such Order, and (ii) receiving an invoice for a renewal Subscription Term (defined below), unless you have cancelled your Subscription (defined below) in accordance with Section 10.4 (Cancellation) at least 1 day prior to the Renewal Date (defined below). If you have specified or otherwise provided a credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under this Agreement (each, your “Payment Method”), you hereby grant the right to and authorize FluoroFinder (or the applicable Payment Processor) to charge your Payment Method (A) for all Fees incurred under this Agreement, and (B) in connection with any purchase or other transaction made through your Account or otherwise made by you through the Platform or Services, and you agree to honor all charges incurred in connection with any such transaction. Each Order is hereby incorporated into this Agreement. In the event of a conflict between the terms of an Order and the other terms of this Agreement, the other terms of this Agreement will control, except where an Order expressly indicates it is intended to control.
9.3. Payment Terms. Unless otherwise expressly specified in the applicable Order, you shall pay all amounts invoiced hereunder within 30 days after receipt of the applicable invoice. Upon 10 days’ prior written notice and your failure to cure, FluoroFinder reserves the right (in addition to any other rights or remedies FluoroFinder may have) to discontinue the Services and suspend all User’s and your access to the Platform and Services if any Fees are more than 30 days overdue until such amounts are paid in full. All Fees will be non-refundable once paid to FluoroFinder (or the company chosen to act on behalf of FluoroFinder), including upon any termination, expiration, or suspension of this Agreement. Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If FluoroFinder requires use of collection agencies, attorneys, or courts of law for collection of your account, you will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed on any Services provided under this Agreement and on any access to or use of the Platform provided hereunder.
9.4. Promotions. FluoroFinder may offer Users special free trials, promotional codes, credits, awards, or other discounts (“Promotions”). All Promotions will be offered at the sole discretion of FluoroFinder, and can be modified or terminated at any time by FluoroFinder with or without advance notice. Promotions may be offered on a limited time basis and may be subject to certain restrictions. As part of a Promotion, FluoroFinder may offer credits to charges that are non-transferrable, non-refundable for cash, and may be subject to additional terms and conditions.
9.5. Payment Processor. FluoroFinder currently uses and reserves the right to continue using third-party payment processors (each a “Payment Processor”). Your making or receipt of any electronic payment through any Payment Processor is also governed by the applicable Payment Processor’s user agreement, terms of service, and privacy policy (in each case, to the extent applicable). Unless otherwise stated on the Platform, FluoroFinder currently uses Stripe and Zoho as its Payment Processors for payment processing services (e.g., card acceptance and related services). For clarity, such services provided by Stripe are subject to the Stripe Connected Account Agreement,  which includes the Stripe Services Agreement  (collectively, the “Stripe Services Agreement”). By utilizing FluoroFinder for payment processing services provided by Stripe, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of FluoroFinder enabling payment processing services through Payment Processors, you agree to provide FluoroFinder accurate and complete information about you, and you authorize FluoroFinder to share with the applicable Payment Processor such information and transaction information related to your use of the payment processing services provided by such Payment Processor.

10. SUBSCRIPTIONS.
10.1. Subscriptions. FluoroFinder may offer access to the Platform or Services (or portions thereof) on a subscription basis (each, a “Subscription”), the terms of which will be set forth in the relevant Order. There are different Subscription tiers available, so some Subscriptions may be offered for free, and others may be offered for a fee. To purchase a paid Subscription, unless otherwise specified in the Order, you must provide a valid Payment Method. You will be billed or invoiced in advance on a recurring and periodic basis for your Subscription base rate (in each case as specified in the applicable Order) (“Billing Cycle”) and, unless otherwise specified in the applicable Order, each such Billing Cycle will be the same duration and period as your applicable Subscription Term. Billing Cycles are set on a monthly or annual basis, unless otherwise specified in the applicable Order. Notwithstanding the foregoing, you may be able to separately purchase additional features, functionality, or services (such as eLearning or SSO) in connection with your Subscription during the Subscription Term (the fees specified in an Order for such other features, functionality, or Services, the “Additional Charges”). You will be billed or invoiced for such Additional Charges as set forth in the relevant Order. Upon renewal of any Subscription, if FluoroFinder does not receive payment, (a) you agree to pay all Fees and charges, including Subscription Fees and Additional Charges, due on your account upon demand, and (b) you agree that FluoroFinder may either terminate or suspend your Subscription and, unless otherwise specified in the applicable Order, continue to attempt to charge your Payment Method until payment is received (upon receipt of payment, your Subscription will be reactivated and your next Subscription Term will begin on the date of such payment). Notwithstanding anything to the contrary contained herein, FluoroFinder may change its Subscription models, tiers, and pricing at any time, and therefore, Subscription models, tiers, and prices are subject to change at any time during your Subscription Term. FluoroFinder will provide you with notice of such changes applicable to your Subscription.
10.2. Automatic Renewal. A Subscription will continue for the length of your selected Subscription as specified in the applicable Order (e.g., monthly, annually) (“Subscription Term”). To the extent permitted by applicable law, after your initial Subscription Term, and again after any subsequent renewal Subscription Term, unless otherwise expressly specified in the applicable Order, your Subscription will be automatically renewed on the first day following the end of such Subscription Term (each, a “Renewal Date”), and will continue for an additional Subscription Term of equivalent duration, under the same terms and conditions (unless you have upgraded or downgraded your Subscription plan during the Subscription Term, in which case your Subscription will be automatically renewed under the same terms and conditions as such upgraded or downgraded plan (as applicable), rather than your initial plan), and at FluoroFinder’s then-current price for such Subscription plan/tier, unless and until you cancel your Subscription in accordance with, and subject to, the cancellation terms set forth in Section 10.4 (Cancellation) below (or unless you have upgraded or downgraded your Subscription plan as described herein). You agree that your Account will be subject to this automatic renewal feature unless you cancel your Subscription at least 1 day prior to the Renewal Date. As specified in the applicable Order, either (a) your Payment Method will be charged at the beginning of each Subscription Term on or around the Renewal Date, or (b) FluoroFinder will invoice you in advance of the Renewal Date, and you shall pay such invoiced amounts as set forth above. To pause or cancel a Subscription, you shall follow the cancellation instructions in Section 10.4 (Cancellation) below.

By purchasing or otherwise signing up for any Subscription, you acknowledge that your Subscription:
• is subject to automatic renewal and continuous service;
• will be automatically extended for successive periods and will continue until you cancel your Subscription in accordance with Section 10.4 (Cancellation); provided that if you upgrade or downgrade your Subscription plan during a Subscription Term in accordance with the terms of Section 10.3 (Upgrading or Downgrading Subscription Plans), the Subscription will continue under the terms of the upgraded or downgraded plan, as applicable, until the Subscription is cancelled as set forth in Section 10.4 (Cancellation);
• has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation of the automatic renewal of your Subscription; and
• is subject to automatic charges on your Payment Method (unless you and FluoroFinder have mutually agreed upon a different billing method, such as invoices, as set forth in the applicable Order).

10.3. Upgrading or Downgrading Subscription Plans. You may request to upgrade or downgrade your Subscription plan at any time prior to the Renewal Date by contacting FluoroFinder via email at info@fluorofinder.com and requesting in such email that FluoroFinder upgrade or downgrade your Subscription plan, as applicable, to a particular plan, which you shall specify in reasonable detail. Except as otherwise mutually agreed in writing:
(a) Upgrades. Any such upgrade of your Subscription plan will be effective 1 business day after the request is received by FluoroFinder; provided that you have paid all applicable Fees and Additional Charges related to the Subscription plan upgrade in full.
(b) Downgrades. Any such downgrade of your Subscription plan will be effective on the upcoming Renewal Date. No downgrade will take effect during the then-current Subscription Term in which the downgrade request is made. If you downgrade your Subscription plan, you may use the then-current Subscription plan (i.e., the non-downgraded plan) until the end of the applicable Subscription Term; thereafter, on the Renewal Date, you will only have access to the downgraded Subscription plan.
10.4. Cancellation. Subject to the terms of this Section 10 (Subscriptions), you may cancel your Subscription at any time at least 1 day prior to the Renewal Date by (a) going to your “Account” page on the Platform, clicking on the “Subscriptions” tab, and then selecting “Cancel Subscription,” or (2) contacting FluoroFinder via email at info@fluorofinder.com and requesting in such email that FluoroFinder cancel your Subscription. Cancellation of your Subscription will be effective at the end of the then-current Billing Cycle. If you cancel your Subscription, you may use it until the end of the applicable Billing Cycle. Your Subscription will not be renewed after your cancellation. You will not be entitled to any refund for any cancellation of your Subscription.

11. TERMINATION. Either party may terminate this Agreement, or any particular Order, immediately upon written notice to the other party if the other party materially breaches this Agreement or such Order, and such breach remains uncured more than 30 days after receipt of written notice of such breach. This Agreement may be terminated by FluoroFinder at any time, in its sole discretion, for any reason or no reason, upon 90 days’ prior written notice to you. If FluoroFinder terminates this Agreement for convenience pursuant to this Section 11, FluoroFinder shall issue a pro-rated refund of the prepaid license fees for your access to the Platform attributable to the portion of the Subscription Term following the effective date of termination of this Agreement . Termination of a single Order shall not cause the termination of any other Order or this Agreement; however, termination of this Agreement shall cause the immediate termination of any active Order hereunder. Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to you under this Agreement will terminate; (b) you will immediately cease all use of and access to the Platform and Services (including all Content you obtained prior to termination or expiration, except for Your User Content); and (c) FluoroFinder will, upon your prior written request, make certain of Your User Content (such as your saved experiments) available for download or export (e.g., via .csv file) for 30 days following such expiration or termination. Following such 30-day period, FluoroFinder may, in its sole discretion, delete your Account and any of Your User Content held by FluoroFinder. Sections 1 (Definitions); 3 (Modifications); 5 (Accounts); 6 (Content); 7.5 (To Beta Offerings); 8 (Your Services); 9 (Payment); 10 (Subscriptions); 11 (Termination); 13 (Platform Technology); 14 (Ownership and Rights); 15 (Representations and Warranties); 16 (Indemnity); 17 (Limitation of Liability); 19 (Claims of Infringement); 20 (Dispute Resolution); 21 (Governing Law and Venue); 22 (Notices); 23 (Additional Terms); 25 (Questions, Complaints, Claims); and 26 (Contact Information) will survive any expiration or termination of this Agreement.

12. SUSPENSION. Without limiting FluoroFinder’s right to terminate this Agreement, FluoroFinder may also suspend your access to your Account or your and your Users’ access to the Platform or Services (including Your User Content), with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement, policies or guidelines set forth by FluoroFinder elsewhere, or applicable Law or upon any other conduct deemed by FluoroFinder, in its sole discretion, to be inappropriate or detrimental to the Platform, Services, FluoroFinder, or any other User or third party until the situation giving rise to the suspension has been remedied to FluoroFinder’s reasonable satisfaction.

13. PLATFORM TECHNOLOGY. The Platform (including all Applications, Sites, and Generative AI Models) and Services, and the databases, software, hardware, layouts, templates, forms, frameworks, UI design, image visualization tools, and other technology used by or on behalf of FluoroFinder to operate the Platform or Services, and the structure, organization, and underlying data, information, algorithms, and software code thereof (together with Service Marks (as defined below) and each and any additions, improvements, updates, upgrades, new versions, enhancements, or modifications to any of the foregoing, collectively, the “Technology”), may constitute valuable trade secrets of FluoroFinder. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided otherwise in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (4) harvest, collect, gather, or assemble images, information, or data of or regarding other Users or individuals, including email addresses, without their consent; (5) alter, modify, reproduce, or create derivative works of the Technology; (6) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (7) distribute, sell, resell, lend, loan, lease, license, sublicense, trade, or transfer any of your rights to access or use the Technology, or otherwise make the Technology available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (10) interfere with the operation or hosting of the Technology; (11) monitor the availability, performance, or functionality of the Technology; (12) use automated agents or scripts to collect information from or otherwise interact with the Technology; (13) use the Technology to build a competitive product or service or otherwise directly compete with FluoroFinder, or in any other manner not expressly permitted by this Agreement. FluoroFinder uses reasonable means to protect the security of the Platform, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your User Content may be exposed in the event of a breach.

14. OWNERSHIP AND RIGHTS.
14.1. Technology. FluoroFinder retains all right, title, and interest, including all IPR, in and to the Technology. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access and use the Platform and Services under this Agreement as set forth herein. The names and logos of FluoroFinder, and all product and service names associated with the Platform and Services are trademarks of FluoroFinder and its licensors (collectively, “Service Marks”) and you are granted no right or license to use the Service Marks.
14.2. FluoroFinder Content. With the exception of User Content, all Content (including the structure, organization, selection, coordination, and arrangement thereof) provided through the Platform or Services (“FluoroFinder Content”) is owned by FluoroFinder and its respective licensors and nothing in this Agreement will operate to provide you with any ownership thereof. FluoroFinder Content also includes (a) FluoroFinder’s Inputs to any Generative AI Model, excluding any User Content contained therein, and (b) any Outputs received in relation to FluoroFinder’s Inputs, except to the extent based upon User Content. By way of example, if an Input is comprised of a FluoroFinder prompt and Your User Content, FluoroFinder will own any Outputs relating to the FluoroFinder prompt and you will own any Outputs relating to Your User Content. Except as set forth in this Agreement, you are granted no licenses or rights in or to any FluoroFinder Content, or any IPR therein or related thereto.
14.3. Your User Content. You are solely responsible for all User Content that you may provide or generate through your use of or access to the Platform or Services, including your Inputs to any Generative AI Model through the Platform and Outputs you receive in relation thereto (“Your User Content”). For purposes of this Agreement, Your User Content includes all User Content input by you or on your behalf to any Third-Party Services on or through the Platform or Services and any Outputs received from such Third-Party Services in response to your Inputs. As between you and FluoroFinder, you retain ownership of Your User Content. You hereby grant to FluoroFinder and its authorized representatives and contractors, during the term of this Agreement, a limited, non-exclusive, non-transferable (except as permitted by Section 24 (Additional Terms)) license to use Your User Content solely for the limited purpose of providing the Platform or Services for you and fulfilling its other obligations and exercising its rights under this Agreement. You agree, represent, and warrant that you have, and will maintain throughout the term of this Agreement, all rights, title, interest, permissions, authorizations, and consents in and to all of Your User Content (including the subject matter thereof) necessary to (i) allow FluoroFinder and its service providers to use and access Your User Content as set forth in this Agreement; (ii) to grant the rights and licenses you grant herein with respect to Your User Content (including to upload any such User Content to the Platform); and (iii) comply with all Laws.
14.4. Usage Data. FluoroFinder may collect, generate, and maintain information about how you use the Platform, Services, and Third-Party Services, including Account information, statistics, trends, records, date and time stamps, transaction and activity records, and system performance data (collectively “Usage Data”), which FluoroFinder may use to determine your fees, to improve, test, monitor, and provide the Platform or Services, and to further develop and provide FluoroFinder’s offerings, provided that such Usage Data will not be used externally by FluoroFinder in a way that individually identifies you.
14.5. Aggregated Data. Notwithstanding anything in this Agreement to the contrary, FluoroFinder may analyze Your User Content or any Usage Data to create an anonymized and aggregated data set that does not identify you (collectively, “Aggregated Data”). FluoroFinder retains ownership of all right, title, and interest in and to Aggregated Data. FluoroFinder may use Aggregated Data for any lawful purpose, including to improve, market, or provide the Platform or Services, to create and sell reports or white papers related thereto or to the use thereof, or for market analysis purposes. FluoroFinder may sell Aggregated Data to third parties. If you do not want FluoroFinder to use Your User Content to create Aggregated Data, you may opt out by sending an email to FluoroFinder at info@fluorofinder.com, provided that in the subject line of such email you include “Opt Out” and in the body of such email you include your Account information and an unequivocal statement that you want to opt out of this Aggregated Data creation, and provided further that FluoroFinder confirms receipt of such opt-out request email (such confirmation not to be unreasonably withheld, delayed, or conditioned).

15. REPRESENTATIONS AND WARRANTIES.
15.1. Authority. You hereby represent and warrant to FluoroFinder that: (a) you have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on your behalf; and (c) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement.
15.2. Compliance with Laws; Prohibition against Criminal Behavior. You acknowledge that the Platform and Services are general purpose online services and are not specifically designed to facilitate compliance with any specific Law. You acknowledge that you will access and use the Platform and Services in compliance with all Laws applicable to you, Your User Content, and any other Content or other Services you may access through the Platform. FluoroFinder is not responsible for notifying you of any such Law, enabling your compliance with any such Law, or for your failure to comply. You represent and warrant to FluoroFinder that Your User Content and your use of and access to the Platform and Services, including any Content, will comply with all applicable Laws and will not cause FluoroFinder itself or any other User or third party to violate any applicable Laws.
15.3. Your Decisions. Notwithstanding any advice, recommendations, suggestions, or Technology provided by FluoroFinder to you or any Users under this Agreement, you acknowledge and agree that: (a) all acts or omissions, or decisions made (or not made), based on such advice, recommendations, suggestions, or Technology are solely the responsibility of you and undertaken at your sole risk and discretion; (b) FluoroFinder shall not be liable for any actions taken or not taken (including any decisions made or not made) by you or any Users in reliance on any advice, recommendations, suggestions, or Technology provided by or on behalf of FluoroFinder. It is expressly understood that your implementation of FluoroFinder’s advice, recommendations, or suggestions is at your sole risk and discretion. FluoroFinder makes no warranties or representations regarding the potential outcomes or benefits that may be realized by you as a result of following FluoroFinder’s advice, recommendations, or suggestions or using the Technology. You hereby release FluoroFinder from any and all claims, losses, expenses, or damages that may arise from your decisions, actions, or omissions taken in reliance of the advice, recommendations, suggestions, or Technology provided by or on behalf of FluoroFinder.
15.4. No Warranties; Disclaimer. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. FLUOROFINDER AND ITS LICENSORS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM OR ANY SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR USER CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM OR SERVICES. FLUOROFINDER AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, SERVICES, TECHNOLOGY, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLUOROFINDER, ITS EMPLOYEES, AGENTS, OR LICENSORS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 15 (REPRESENTATIONS AND WARRANTIES). THE PLATFORM AND SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, INTENDED, OR PERMITTED FOR USE IN ENVIRONMENTS IN WHICH THE FAILURE OF ANY OF THE FOREGOING COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

16. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless FluoroFinder and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (each, an “Indemnified Party”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) your access to or use of the Platform or Services; (2) any access to or use of Your User Content or Your Services; (3) your collection, use, or disclosure of any User Content; (4) your violation of applicable Laws; or (5) your breach of any representation, warranty, or other provision of this Agreement. FluoroFinder will use reasonable efforts to provide you with notice of any such Claim, and FluoroFinder will have the right to participate in the defense of any such Claim at its expense.

17. LIMITATION OF LIABILITY. FLUOROFINDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE PLATFORM OR SERVICES OR THIS AGREEMENT, EVEN IF FLUOROFINDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY LOSS OF YOUR USER CONTENT, OPPORTUNITY, REVENUES, PROFITS, OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS, OR SERVICES. FLUOROFINDER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $10 OR THE TOTAL AMOUNT PAID BY YOU TO FLUOROFINDER IN THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT FLUOROFINDER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, FLUOROFINDER’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. DATA PRIVACY. FluoroFinder’s current privacy policy is located at: https://fluorofinder.com/privacy-policy/ (“Privacy Policy”). Please review the Privacy Policy to learn about what personal information FluoroFinder may collect about you; how FluoroFinder may use that personal information; and with whom FluoroFinder may share that personal information.

19. CLAIMS OF INFRINGEMENT. FluoroFinder respects your copyrights and other intellectual property rights and those of third parties. If you believe in good faith that your copyrighted work has been reproduced on the Platform without your authorization in a way that constitutes copyright infringement, you may notify FluoroFinder’s designated copyright agent by mail to:

FluoroFinder LLC
Attn: Legal Department
329 Interlocken Pkwy, Suite 100
Broomfield CO, 80021
info@fluorofinder.com

Please provide the following information to FluoroFinder’s copyright agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, their agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature. FluoroFinder will take whatever action, in its sole discretion, it deems appropriate, including removing the allegedly infringing work from the Platform.

20. DISPUTE RESOLUTION. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION 20 (DISPUTE RESOLUTION) (“ARBITRATION AGREEMENT”) CAREFULLY. It requires you to arbitrate disputes with FluoroFinder and limits the manner in which you can seek relief from FluoroFinder.
20.1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access to or use of the Platform or Services or to any aspect of your relationship with FluoroFinder, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, and (b) you or FluoroFinder may seek equitable relief in court for infringement or other misuse of IPR (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the “Last Updated” date of this Agreement or any prior version of this Agreement.
20.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to FluoroFinder’s registered agent, FluoroFinder LLC, Attn: Legal Department, 329 Interlocken Pkwy, Suite 100, Broomfield CO, 80021. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’ filing, administrative, hearing, or other fees and you cannot obtain a waiver from JAMS, FluoroFinder will pay them for you. In addition, FluoroFinder will reimburse all such JAMS’ filing, administrative, hearing, or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
20.3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement, and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and FluoroFinder. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and FluoroFinder.
20.4. Waiver of Jury Trial. YOU AND FLUOROFINDER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and FluoroFinder are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
20.5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this Subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the state or federal courts located in the State of Colorado. All other claims shall be arbitrated.
20.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to FluoroFinder LLC, Attn: Legal Department, 329 Interlocken Pkwy, Broomfield CO, 80021, or info@fluorofinder.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with FluoroFinder.
20.7. Severability. Except as provided in Section 20.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration Agreement shall continue in full force and effect.
20.8. Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of your relationship with FluoroFinder.
20.9. Modification. Notwithstanding any provision in this Agreement to the contrary, the parties agree that if FluoroFinder makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by sending written notice of your decision to reject such change to FluoroFinder at info@fluorofinder.com, with a subject line that must include “Arbitration Agreement Notice”.

21. GOVERNING LAW AND VENUE. Except as otherwise expressly provided in Section 20.2 (Arbitration Rules and Forum), the interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A., consistent with the Federal Arbitration Act, as such laws apply to contracts between residents of Colorado without regard to the conflict of laws provisions thereof. Subject to Section 20 (Dispute Resolution), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in the State of Colorado, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by FluoroFinder. The parties expressly waive any applications of the U.N. Convention on Contracts for the International Sale of Goods with respect to the performance or interpretations of this Agreement.

22. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to FluoroFinder by postal mail to the address for FluoroFinder listed in Section 26 (Contact Information) below. FluoroFinder may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to FluoroFinder in connection with your Account, provided that in the case of any notice applicable both to you and other Users of the Platform, FluoroFinder may instead provide such notice by posting on the Platform. Notices provided to FluoroFinder will be deemed given when actually received by FluoroFinder. Notices provided to you will be deemed given 24 hours after posting to the Platform or sending via email, unless (as to email) the sending party is notified that the email address is invalid.

23. ADVERTISING. You acknowledge and agree that the Platform or Services may serve, display, present, or otherwise provide you with advertisements or other promotional messages (which may be for or include links to Third-Party Services) (“Third-Party Ads”). FluoroFinder is not responsible for the availability of any Third-Party Ads, or the Content or messages contained therein. FluoroFinder will not be liable for any errors in Content or omissions in any Third-Party Ads, nor responsible for any losses or damages of any sort incurred as a result of your participation with, use of, or reliance on any Third-Party Ads, including any goods, products, or services offered by such Third-Party Ads, the messages or offers therein, or any of your dealings with or participation in promotions of any advertisers found on or through the Platform or Services.

24. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement (including each Order hereunder) will exclusively govern your access to and use of the Platform and Services, and is the complete and exclusive understanding and agreement between the parties regarding such subject matter and supersedes any oral or written proposal, agreement, or other communication between the parties regarding your access to and use of the Platform and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by FluoroFinder under this Agreement must be in writing or later acknowledged by FluoroFinder in writing. Any waiver or failure by FluoroFinder to enforce any provision of this Agreement on one occasion will not be deemed a waiver by FluoroFinder of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of yours hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of FluoroFinder. Any purported assignment or delegation in violation of the foregoing will be null and void. FluoroFinder may assign this Agreement to any party that assumes FluoroFinder’s obligations hereunder. The parties hereto are independent parties, not agents, employees, or employers of the other, or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The words “include”, “includes”, and “including” mean “include”, “includes”, or “including”, in each case, “without limitation”. The word “or” is not exclusive. Upon request from FluoroFinder, you agree to provide FluoroFinder with such documentation or records with respect to your activities under this Agreement as may be reasonably requested for FluoroFinder to verify your compliance with the terms of this Agreement and all applicable Laws.

25. QUESTIONS, COMPLAINTS, CLAIMS. If you have any questions, complaints, or claims with respect to the Platform or Services, please contact FluoroFinder using the contact information provided in Section 26 (Contact Information) below. FluoroFinder will do its best to address your concerns. If you feel that your concerns have been addressed incompletely, you are invited to let FluoroFinder know for further investigation.

26. CONTACT INFORMATION:
FluoroFinder LLC
Attn: Legal – Terms of Service
329 Interlocken Pkwy, Suite 100
Broomfield CO, 80021
info@fluorofinder.com