Otto Sciences LLC

                                           Terms of Use

                                                                                                                            Updates: May 11, 2022

Welcome to OttoSciences.com, the website and online service of Otto Sciences LLC, a Wisconsin limited liability company (“Otto Sciences”, “us”, “our”, and “we”). The website located at www.OttoSciences.com (the “Platform”) is a copyrighted work belonging to Otto Sciences. Certain features of the Platform may be subject to additional guidelines, terms, or rules, which will be posted on the Platform in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms of Use (these “Terms”) set forth the legally binding terms and conditions that govern your use of the PLATFORM. By accessing or using the PLATFORM, you are accepting these Terms, OUR ORDER TERMS AND CONDITIONS (to the extent you purchase and/or sell GOODS and/or services through the platform), our LAB RENTAL TERMS AND CONDITIONS (TO THE EXTENT YOU RENT LABORATORY SPACE AND/OR EQUIPMENT THROUGH THE PLATFORM) AND OUR PRIVACY POLICY (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter AND BE BOUND BY THE preceding DOCUMENTS (on behalf of yourself or the entity that you represent). you may not access or use the PLATFORM or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the PLATFORM.

These terms require the use of arbitration, PER Section 10.2, TO RESOLVE DISPUTES on an individual basis, rather than jury trials or class actions. tHESE TERMS also limit the remedies available to you in the event of a dispute.

1. Accounts.

1.1 Platform Overview. The Platform is an online marketplace for (i) Buyers to purchase scientific and other Goods and/or Services from Providers and (ii) Owners to rent space or equipment relating to scientific Goods and/or Services from Renters. The offer, acceptance, and provision of Goods and/or Services through or involving the Platform is governed by Otto Science’s Order Terms and Conditions. The rental of space or equipment relating to scientific Goods and/or Services from Renters is governed by Otto Science’s Lab Rental Terms and Conditions. The definitions of Section 1 of Otto Science’s Order Terms and Conditions, and the definitions set forth in Otto Science’s Lab Rental Terms and Conditions, are incorporated by reference herein and shall be deemed to have the same force and effect as though fully set forth herein. The Platform has a variety of features described on OttoSciences.com. Otto Sciences may in its sole discretion update those features and the services of the Platform from time to time.

1.2 Account Creation. In order to use certain features of the Platform, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Platform. Otto Sciences may suspend or terminate your Account in accordance with Section 8.

1.3 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Otto Sciences of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Otto Sciences cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Access to the Platform.

2.1 Limited License to User. Subject to these Terms, Otto Sciences grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform solely for the use of you and the entity you represent.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform shall be subject to these Terms. All copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof.

2.3 Modification. Otto Sciences reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you, provided, however, Otto Sciences may not modify, suspend, or discontinue any Order placed via the Platform until it has been fulfilled or terminated in accordance with the Order Terms and Conditions or any Lab Rental until it has been fulfilled or terminated in accordance with the Lab Rental Terms and Conditions. You agree that Otto Sciences will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that Otto Sciences will have no obligation to provide you with any support or maintenance in connection with the Platform, except to the extent necessary to fulfill outstanding Orders or Lab Rentals.

2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform and its content are owned by Otto Sciences or Otto Sciences’ suppliers. Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Otto Sciences and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3. User Content.

3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Platform (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. 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 personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Otto Sciences. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Otto Sciences is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Otto Sciences an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Platform. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited 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; (iii)  use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

3.5 Feedback. If you provide Otto Sciences with any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to Otto Sciences all rights in such Feedback and agree that Otto Sciences shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Otto Sciences will treat any Feedback you provide to Otto Sciences as non-confidential and non-proprietary. You agree that you will not submit to Otto Sciences any information or ideas that you consider to be confidential or proprietary.

4. Indemnification.  

You agree to defend, indemnify, and hold Otto Sciences (and its members, managers, officers, directors, employees, and agents) harmless, including costs and attorneys’ fees, from and against any claim or demand made by any third party due to or arising out of (a) your use of the Platform, (b) your violation of these Terms, the Order Terms and Conditions, the Lab Rental Terms and Conditions, or other terms applicable to any Order or Lab Rental to which you are a party, (c) your violation of applicable laws or regulations or (d) your User Content. Otto Sciences reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter (to the extent it involve actual or potential claims or demands involving Otto Sciences) without the prior written consent of Otto Sciences. Otto Sciences will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5. Third-Party Links & Ads; Other Users

5.1 Third-Party Links & Ads. The Platform may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Otto Sciences, and Otto Sciences is not responsible for any Third-Party Links & Ads. Otto Sciences provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2 Other Users. Each Platform user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Platform users are solely between you and such users. You agree that Otto Sciences 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 Platform user, we are under no obligation to become involved.

5.3 Release. You hereby release and forever discharge Otto Sciences (and our members, managers, officers, directors, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform (including any interactions with, or act or omission of, other Platform users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

6. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND OTTO SCIENCES (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

THE PRECEDING DISCLAIMER DOES NOT APPLY TO WARRANTIES ON GOODS OR SERVICES ASSOCIATED WITH AN ORDER PLACED VIA THE PLATFORM. WARRANTIES ON GOODS OR SERVICES ARE PROVIDED FOR IN THE ORDER TERMS AND CONDITIONS (AS APPROPRIATELY REPLACED OR SUPPLEMENTED BY THE PROVIDER AND BUYER).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

7. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OTTO SCIENCES (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS, THE ORDER TERMS AND CONDITIONS, THE LAB RENTAL TERMS AND CONDITIONS, ORDERS OR LAB RENTALS PLACED VIA THE PLATFORM, OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF OTTO SCIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE THOUSAND US DOLLARS (U.S. $1,000). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  

8. Term and Termination.

Subject to this Section, these Terms, the Order Terms and Conditions (to the extent you have purchased and/or sold Goods and/or Services through the Platform), and the Lab Rental Terms and Conditions (to the extent you have rented or rent Lab Rentals through the Platforms) will remain in full force and effect while you use the Platform. We may suspend or terminate your rights to use the Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Despite the preceding sentence, Otto Sciences may not modify, suspend, or discontinue any Order or Lab Rental placed via the Platform until it has been fulfilled or terminated in accordance with the Order Terms and Conditions or the Lab Rental Terms and Conditions (as applicable), or unless you have breached these Terms or the Order Terms and Conditions or the Lab Rental Terms and Conditions (as applicable), in which case Otto Sciences may immediately suspect or terminate your rights to use the Platform. Upon termination of your rights under these Terms, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Otto Sciences will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 10.

9. Copyright Policy.

Otto Sciences respects the intellectual property of others and asks that users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed upon;
3. a description of where the material that you claim is infringing is located on the Platform;
4. your address, telephone number, and e-mail address;
5. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Otto Sciences is: Harsimran Kalsi

Telephone: 872-221-9558

Email: harsimran@ottosciences.com

10. General

10.1 Changes. These Terms, the Order Terms and Conditions, the Lab Rental Terms and Conditions, and the Privacy Policy are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms, the Order Terms and Conditions, the Lab Rental Terms and Conditions, or the Privacy Policy will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Platform. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Otto Sciences may not revise the terms applicable to any Order or Lab Rental that has been placed via the Platform except pursuant to the Order Terms and Conditions or Lab Rental Terms and Conditions (as applicable) in effect when the Order was placed.

10.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Otto Sciences and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) with Otto Sciences in connection with the Terms, the Order Terms and Conditions, or the Lab Rental Terms and Conditions that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Otto Sciences, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns of Otto Sciences. If you have a dispute with another User with respect to an Order placed via the Platform, that dispute is governed by Order Terms and Conditions. If you have a dispute with another User with respect to a Lab Rental placed via the Platform, that dispute is governed by the Lab Rental terms and Conditions.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Otto Sciences should be sent to: 17145 W. Bluemound Rd, Ste J297. After the Notice is received, you and Otto Sciences may attempt to resolve the claim or dispute informally. If you and Otto Sciences do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location in Milwaukee County, Wisconsin, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Otto Sciences made to you prior to the initiation of arbitration, Otto Sciences will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If you or Otto Sciences pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Otto Sciences, and the dispute 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 AAA Rules, and the Terms. 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 Otto Sciences.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Otto Sciences in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND OTTO SCIENCES WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. 

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Otto Sciences. 

(m) Small Claims Court. Notwithstanding the foregoing, either you or Otto Sciences may bring an individual action in small claims court.

(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.

(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Milwaukee County, Wisconsin, for such purpose

10.3 Export. The Platform may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Otto Sciences, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4 Disclosures. Otto Sciences is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

10.5 Electronic Communications. Whether you use the Platform or send us emails, or whether Otto Sciences posts notices on the Platform or communicates with you via email, you may be communicating with us electronically. For contractual purposes, you (a) consent to receive communications from Otto Sciences in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Otto Sciences provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.6 Entire Terms. These Terms, the Order Terms and Conditions, the Lab Rental Terms and Conditions, and the Privacy Policy constitute the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Otto Sciences is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Otto Sciences’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Otto Sciences may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

10.7 Copyright/Trademark Information. All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

10.8 Contact Information

Harsimran Kalsi

Address:

17145 W. Bluemound Rd. Ste J297

Waukesha, Wisconsin 53005

Telephone: 872-221-9558

Email: harsimran@ottosciences.com

                                       Otto Sciences LLC 

                                            Privacy Policy

                                                                                                                           Last modified: August 1, 2022

INTRODUCTION

Otto Sciences LLC (the “Company” or “We” or “Us” or “Otto Sciences”) respects your privacy and is committed to protecting it by complying with this Privacy Policy (this “Policy”).

This Policy describes the types of information We may collect from you or that you may provide when you visit the website http://ottosciences.com (our “Platform”) and other platforms We integrate into our Platform, and our practices for collecting, using, maintaining, protecting, and disclosing that information. Also, please note that, unless We define a term in this Policy, all capitalized words used in this Policy have the same meaning in Otto Sciences’ Terms of Use, available here.

This Policy applies to information We collect:

• On this Platform;
• On other platforms We integrate into our Platform;
• In email, text, and other electronic messages between you and this Platform; and
• When you interact with our advertising and applications on third-party platforms and services if those applications or advertisements include links to this Policy.

It does not apply to information collected by:

• Us offline or through any other means, including on any other platform operated by the Company or any third party (including our affiliates and subsidiaries); or
• Any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or through the Platform.

Please read this Policy carefully to understand our policies and practices regarding your information and how We will treat it. If you disagree with our policies and practices, your choice is not to use our Platform. By accessing or using this Platform, you agree to this Policy. This Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Platform after We make changes is deemed to be acceptance of those changes, so please check the Policy periodically for updates.

INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT

Our primary goals in collecting information are to provide and improve our Platform, to administer your use of the Platform (including your account), and to enable you to enjoy and easily navigate our Platform.

We collect several types of information from and about users of our Platform, including information:

• By which you may be personally identified, such as name, postal address, job title, email address, telephone number, or any other identifier by which you may be contacted online or offline (“Personal Information”);
• That is about you but individually does not directly identify you, such as your IP address; and
• About your internet connection, the equipment you use to access our Platform, and usage details; and
• If you create an account to use the Platform as a provider, in addition to the information listed above, We will also collect additional information, including the address of your facilities, scope of services, the names of individuals who work in your facilities, and services offered by you.

We collect this information:

• Directly from you when you provide it to us;
• Automatically as you navigate through the Platform. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, pixel tags, and other tracking technologies; and
• From third parties, for example, our business partners.

Information You Provide to Us 

The information We collect on or through our Platform may include:

• Information that you provide by filling in forms on our Platform. This includes information provided at the time of registering to use our Platform, subscribing to our Platform, posting material, making inquiries, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Platform;
• Records and copies of your correspondence (including email addresses), if you contact us;
• Your responses to surveys that We might ask you to complete for research purposes;
• Details of transactions you carry out through our Platform and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Platform;
• Your search queries on the Platform; and/or
• Any other types of information the user provides, including the names of organizations you are affiliated with and other profile information.

You also may provide information to be published or displayed (hereinafter, “posted”) on public areas of the Platform, or transmitted to other users of the Platform or third parties (collectively, “User Content”). Your User Content is posted on and transmitted to others at your own risk. Although We limit access to certain pages, you may set certain privacy settings for such information by logging into your account profile; please be aware that no security measures are perfect or impenetrable. Additionally, We cannot control the actions of other users of the Platform with whom you may choose to share your User Content. Therefore, We cannot and do not guarantee that unauthorized persons will not view your User Content.

 Information We Collect Through Automatic Data Collection Technologies 

As you navigate through and interact with our Platform, We may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

• Details of your visits to our Platform, including traffic data, location data, logs, search terms entered on the Platform, information submitted in connection with orders, service contracts, transaction-related information and other statistics, and other communication data and the resources that you access and use on the Platform; and
• Information about your computer and internet connection, including your IP address, operating system, and browser type.

We also may use these technologies to collect information about your online activities over time and across third-party platforms or other online services (behavioral tracking). Some browsers have a “do not track” feature that lets you tell websites or platforms you do not want to have your online activities tracked. Because these features are not yet uniform, we do not presently respond to “do not track” signals. We will, however, treat any “do not sell” or similar signals as opt-out requests under the California Consumer Privacy Act (CCPA).

This information helps us to improve our Platform and to deliver a better and more personalized Platform, including by enabling us to:

• Estimate our audience size and usage patterns;
• Store information about your preferences, allowing us to customize our Platform according to your individual interests;
• Speed up your searches; and
• Recognize you when you return to our Platform.

The technologies We use for this automatic data collection may include:

• Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting, you may be unable to access certain parts of our Platform. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Platform.
• Web Beacons. Pages of our Platform and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related Platform statistics (for example, recording the popularity of certain Platform content and verifying system and server integrity).
• Flash Cookies. Certain features of our Platform may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Platform. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.

We do not collect Personal Information automatically, but We may tie this information to Personal Information about you that We collect from other sources or that you provide to us.

Billing Information

When you sign up for a paid service through Otto Science’s Platform, We will also collect, as necessary, your billing information and billing address (collectively, “Billing Information”) to complete your order for the purchase of the service via our Platform. We use Stripe to process payments through our Platform. We do not directly collect or store any payment card information entered through our Platform, but we may receive information associated with your payment card information (e.g., your billing details). In connection with this service that Stripe provides to Otto Sciences, Stripe may also collect your Billing Information. The information you provide through Stripe is subject to the Stripe Privacy Policy (available at https://stripe.com/us/privacy/). You should read the Stripe Privacy Policy to learn about Stripe’s information collection and usage.

CHILDREN UNDER THE AGE OF 16

Our Platform is not intended for children under 16 years of age. No one under the age of 16 may provide any Personal Information to or on the Platform. We do not knowingly collect Personal Information from children under 16. If you are under 16, do not use or provide any information on this Platform or through any of its features, register on the Platform, make any purchases or inquiries through the Platform, use any of the interactive or public comment features of this Platform, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use. If We learn We have collected or received Personal Information from a child under 16 without verification of parental consent, We will delete that information. If you believe We might have any information from or about a child under 16, please contact us using the Contact Information link.

THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES

Some content or applications, including advertisements, on the Platform, are served by third parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Platform. The information they collect may be associated with your Personal Information, or they may collect information, including Personal Information, about your online activities over time and across different platforms and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt-out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

HOW WE USE YOUR INFORMATION

We use information that We collect about you or that you provide to us, including any Personal Information:

• To present our Platform and its contents to you;
• To provide you with information, products, or services that you request from us;
• To fulfill any other purpose for which you provide it;
• To provide you with notices about your account, including expiration and renewal notices;
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection;
• To notify you about changes to our Platform or any products or services We offer or provide through it;
• To allow you to participate in interactive features on our Platform;
• To analyze your use of the Platform for trend monitoring and marketing;
• To investigate and prevent fraud, spam, malware, identity theft, or other unauthorized access to the Platform;
• To process and complete transactions and send related information including invoices and agreements;
• In any other way We may describe when you provide the information; and
• For any other legal purpose with your consent.

We may also use your information to contact you about our own and third parties’ goods and services that may be of interest to you. If you do not want us to use your information in this way, please adjust your user preferences in your account profile. For more information, see Choices About How We Use and Disclose Your Information.

We may use the information We have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though We do not disclose your Personal Information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

DISCLOSURE OF YOUR INFORMATION

We may disclose aggregated information about our users and information that does not identify any individual without restriction.

We may disclose Personal Information that We collect or you provide as described in this privacy policy:

• To our subsidiaries and affiliates;
• To contractors, service providers, and other third parties We use to support our business and who are bound by contractual obligations to keep Personal Information confidential and use it only for the purposes for which We disclose it to them;
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Otto Sciences’ assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Information about our Platform users held by Otto Sciences is among the assets transferred;
• To third parties to market their products or services to you if you have consented to disclosures. We contractually require these third parties to keep Personal Information confidential and use it only for the purposes for which We disclose it to them. For more information, see Choices About How We Use and Disclose Your Information;
• To third-party service providers that work with us to administer and provide the services (for example, to support the delivery of, provide functionality on, or help to enhance the security of the Platform). These third-party services providers (and any others We engage in the future) may have access to your information, including your Personal Information, for the purposes of performing services on our behalf and the purposes set forth in their privacy policies. We will only share your Personal Information with third parties to the extent necessary to perform these functions and in accordance with this Policy and applicable laws. We nonetheless encourage you to review their applicable privacy policies before using the Platform;
• To fulfill the purpose for which you provide it;
• For any other purpose disclosed by us when you provide the information; and
• With your consent.

We may also disclose your Personal Information:

• To comply with any court order, law, or legal process, including to respond to any government or regulatory request;
• To exercise, establish or defend our legal rights, rights and vital interests of our property, rights and vital interests of a third party or the public in general, and to stop any activity that We consider illegal, unethical or legally actionable;
• To enforce or apply our Terms of Use and other agreements, including for billing and collection purposes; and
• If We believe disclosure is necessary or appropriate to protect the rights, property, or safety of Otto Sciences, our customers, or others (including, without limitation, exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction).

CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION

We strive to provide you with choices regarding the Personal Information you provide to us. We have created mechanisms to provide you with the following control over your information:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of this Platform may then be inaccessible or not function properly.
• Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your Personal Information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by logging into the Platform and adjusting your user preferences in your account profile, or by contacting us using the Contact Information
• Promotional Offers from the Company. If you do not wish to have your contact information used by the Company to promote our own or third parties’ products or services, you can opt-out by contacting us using the Contact Information link and stating your request. If We send you a promotional email, you may send us a return email asking to be omitted from future email distributions. This opt-out does not apply to information provided to the Company as a result of a product purchase, warranty registration, product service experience, or other transactions.
• Targeted Advertising. If you do not want us to use information that We collect or that you provide to us to deliver advertisements according to our advertisers’ target-audience preferences, you can opt-out by contacting us using the Contact Information For this opt-out to function, you must have your browser set to accept all browser cookies.

We do not control third parties’ collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt-out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website.

Residents of certain states, such as California, Nevada, Colorado, Virginia, and Utah, may have additional Personal Information rights and choices. Please see State Specific Privacy Rights for more information.

ACCESSING AND CORRECTING YOUR INFORMATION

You can review and change your Personal Information by logging into the Platform and visiting your account profile page.

You may also send us an email through the Contact Information link to request access to, correct, or delete any Personal Information that you have provided to us. We cannot delete your Personal Information except by also deleting your user account. We may not accommodate a request to change information if We believe the change would violate any law or legal requirement or cause the information to be incorrect. If you choose to delete your account, We may retain Personal Information for an additional period as is permitted or required under applicable laws, for legal, tax, regulatory reasons, or for legitimate and lawful business purposes.

If you delete your User Content from the Platform, copies of your User Content may remain viewable in cached and archived pages, or might have been copied or stored by other Platform users. Proper access and use of information provided on the Platform, including User Content, is governed by our Terms of Use.

Residents of certain states, such as California, Nevada, Colorado, Virginia, and Utah, may have additional Personal Information rights and choices. Please see the State Specific Privacy Rights section for more information.

STATE SPECIFIC PRIVACY RIGHTS

If you are a California, Nevada, Colorado, Virginia, or Utah resident, your state’s laws may provide you with additional rights regarding our use of your Personal Information.

To learn more about consumer privacy rights in California, visit CCPA and California Privacy Rights Act (CPRA )privacy notice for California residents. California’s “Shine the Light” law (Civil Code Section § 1798.83) permits users of our Platform that are California residents to request certain information regarding our disclosure of Personal Information to third parties for their direct marketing purposes. To make such a request, please contact the Company using the Contact Information link.

To learn more about consumer privacy rights in Colorado, Virginia, and Utah and how to exercise them, visit Colorado, Virginia, and Utah, which each provide their state residents with rights to:

• Confirm whether We process their Personal Information;
• Access and delete certain Personal Information;
• Data portability; and
• Opt-out of personal data processing for targeted advertising and sales.

Colorado and Virginia also provide their residents with rights to:

• Correct inaccuracies in their Personal Information, taking into account the information’s nature processing purpose; and
• Opt-out of profiling in furtherance of decisions that produce legal or similarly significant effects.

To exercise any of these rights or to appeal a decision regarding a consumer rights request, please contact the Company using the Contact Information link.

Nevada provides its residents with a limited right to opt-out of certain Personal Information sales. Residents who wish to exercise this sale opt-out rights may submit a request using Otto Sciences’ Privacy link. However, please know We do not currently sell data triggering that statute’s opt-out requirements.

EUROPEAN SPECIFIC PRIVACY PROVISIONS

Otto Sciences is in compliance with the General Data Protection Regulation (“GDPR”) set forth by the European Union (“EU”).

In particular, GDPR means Regulation (EU) 2016/679 of the European Parliament and the Council. If the processing of your Personal Information falls within the scope of GDPR, Otto Sciences’ will process your Personal Information in accordance with the GDPR directly applicable to Otto Sciences’ Platform.

In addition to the above provisions, the Company provides you with the following disclosures:

1. The contact information of the Company Data Privacy officer is provided in the Contact Information section of this privacy policy;
2. Your Personal Information is processed only in accordance with the purposes of this Policy;
3. Your Personal Information may be transferred to, and maintained on, computers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you are located outside the United States and choose to provide your Personal Information to us, We may transfer your Personal Information to the United States and process it there (or any other country in which We operate);
4. The Company does not use automated decision-making, including profiling; and
5. You have the following rights in relation to your Personal Information:
   1. To access, correct, update or request deletion or removal of it;

1. 1. To object to the processing of your Personal Information;

1. 1. To ask us to restrict processing of it;

1. 1. To request portability of it;

1. 1. Where our processing of your Personal Information is based on your consent, you can withdraw consent at any time. You can exercise these rights by contacting the Company using the contact details provided below; and

1. 1. You also have the right to complain to a local supervisory data protection authority about our collection and use of your Personal Information. For more information, please contact your local data protection authority here.

DATA SECURITY

We have implemented measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, and disclosure. These measures include the use of Transport Layer Security (“TLS”), a cryptographic protocol, to encrypt communications and other information sent through our Platform. All information you provide to us is stored on our secure servers behind firewalls.

The safety and security of your information also depends on you. Where We have given you (or where you have chosen) a password for access to certain parts of our Platform, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Platform, like message boards. Any user of the Platform may view the information you share in public areas.

Unfortunately, the transmission of information via the internet is not completely secure. Although We do our best to protect your Personal Information, We cannot guarantee the security of your Personal Information transmitted to our Platform. Any transmission of Personal Information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform. Please contact us using the Privacy link if you would like more information about the measures We take to protect your information and the Platform.

CHANGES TO OUR PRIVACY POLICY

It is our policy to post any changes We make to this Policy on this page with a notice that this Policy has been updated on the Platform home page. If We make material changes to how We treat our users’ Personal Information, We will notify you by email to the primary email address specified in your account or through a notice on the Platform home page. The date this Policy was last revised is identified at the top of the page. You are responsible for ensuring We have an up-to-date active and deliverable email address for you, and for periodically visiting our Platform and this Policy to check for any changes.

CONTACT INFORMATION

Data Protection Officer:

• Kalsi Harsimran: harsimran@ottosciences.com

To ask questions or comment about this Policy and our privacy practices, contact us using this Contact Information link.

Otto Sciences LLC, Purchase Order Terms and Conditions

Updated: December 1, 2021

1. Definitions.

1.1 “Buyer” means the Party purchasing Goods and/or Services via the Platform.

1.2 “Change Order” means a written amendment to an Order to which both the Provider and Buyer agree via the Platform.

1.3 “Goods” means the goods the Buyer is purchasing from the Provider. “Goods” includes, without limitation, products (including manufactured products), supplies, equipment, chemicals, animals, tools, and other “goods” as defined in Article 2 of the Uniform Commercial Code.

1.4 “Order” means a Quote to which both the Buyer and the Provider have agreed.

1.5 “Provider” means the Party selling Products and/or Services via the Platform.

1.6 “Platform” means the web platform owned and operated by Otto Sciences, accessible at http://ottosciences.com.

1.7 “Quote” means the quote for Goods and/or Services offered by the Provider to the Buyer via the Platform. A Quote may include, without limitation, a description of the Goods and/or Services, deliverables, milestones, a statement of work, costs, payment schedules, payment terms, and/or other terms applicable to the purchase.

1.8 “Request” means a request through the Platform by Buyer for a Quote from one or more Providers.

1.9 “Service(s)” means the services the Buyer is purchasing from the Provider. “Services” includes, without limitation, scientific services, research services, engineering services, software services, services related to or involving Goods, and/or other services.

2. Agreement.

2.1 Agreement of Parties. These Order Terms and Conditions (these “Terms”), together with the Order, comprise the entire agreement (the “Agreement”) between the Provider and the Buyer with respect to the purchase and sale of the Products and/or Services indicated on the Order.

2.2 Conflict of Terms. Except to the extent stated otherwise in these Terms, in the event of conflict between these Terms and any Order, these Terms prevail. Any additional or inconsistent terms in any Quote, purchase order, correspondence, or other documentation are rejected and not part of the Agreement, unless they (i) are specifically agreed to by the Provider, the Buyer, and Otto Sciences (for terms that apply to Otto Sciences) and (ii) such terms are expressly incorporated into the applicable Order.

2.3 Role of Otto Sciences. The Parties acknowledge and agree that Otto Sciences (i) is an independent platform that facilitates the Agreement; (ii) has not provided legal advice with respect to, and is not a party to, the Agreement; and (iii) is not responsible for either Party’s obligations under the Agreement. The Parties further understand and acknowledge that, as Users of the Platform, they are also subject to Otto Sciences’ Terms of Use and Privacy Policies, which remain in full force and effect. This includes, without limitation, the indemnification, limitation of liability, governing law, and arbitration provisions with respect to the Terms of Use.

2.4 Authority. Each Party agrees that it will abide by all terms and conditions of this Agreement and represents and warrants it has the authority to enter into this Agreement.

3. Order and Invoice Process

3.1 Ordering Process. A Buyer desiring to purchase Goods and/or Services must submit a Request through the Platform. In submitting the Request, Buyer must reasonably describe the Buyer’s requirements with respect to the requested Goods and/or Services. Otto Sciences will submit the Request to one or more designated Providers. Any Provider who is interested providing the requested Goods and/or Services to the Buyer may respond with a Quote via the Platform. The Buyer receiving a Quote may accept the Quote, reject the Quote, or request modifications to the Quote. A Provider receiving a request for a modified Quote may reject the request or provide a modified Quote. The request for a modified Quote and provision of modified Quotes may proceed until a Provider provides a Quote acceptable to the Buyer. Once the Buyer accepts a Quote via the Platform, it becomes an Order, to which both the Buyer and the Provider are bound (together with these Terms).

3.2 Otto Sciences’ Fees. All Quotes must include Otto Sciences’ service fees, and Otto Sciences reserves the right to alter any Quote or Order that fails to include Otto Sciences’ service fees. The Buyer is responsible for paying Otto Sciences’ service fees, even in the event of a dispute regarding an Order or in the event Otto Sciences approves direct payment to a Provider, such as from a government agency for a grant-funded Order.

3.3 Change Order. After an Order is placed via the Platform, the Buyer and/or Provider may change it only by submitting a written Change Order via the Platform to which both the Buyer and Provider agree.

3.4 Invoicing and Payment. Payments may become due on the date an Order is entered into (e.g., a deposit), while an Order is being performed (e.g., upon reaching an interim milestone), and/or upon completion or full performance of an Order. When a payment is due, the Provider will submit an invoice via the Platform, indicating the event triggering the payment and the amount due. A Buyer receiving an invoice shall promptly confirm or deny that the payment is due and, upon confirmation, shall pay the Provider via the Platform. If a Buyer fails to confirm or deny an invoice within 7 days of receipt, the invoice shall be deemed to have been confirmed by the Buyer and payment shall be due. If a Buyer denies that a payment is due, Buyer shall follow the nonconformance procedures stated in Section 4, below. The Parties authorize Otto Sciences to use Stripe to process all payments with respect to an Order. Provider is responsible for determining, charging, reporting, and remitting to the taxing authorities all applicable federal, state, and local sales, income, and other taxes.

3.5 No Direct Payments. The Buyer must use the Platform to pay the Provider. Despite the preceding sentence, Otto Sciences may, in its discretion, allow direct payment to a Provider from a government agency or other third party for grant-funded Orders.

4. Order Nonconformance

4.1 Nonconformance of an Order. If the Buyer believes the Goods and/or Services (as applicable) do not conform to an Order or otherwise disputes that payment is due, the Buyer shall promptly provide a reasonably detailed written description of the nonconformance. The Buyer and Provider shall then use their best efforts to settle through informal negotiation the dispute with respect to the Order. If informal negotiation fails to resolve a dispute, the parties must enter into arbitration pursuant to Section 4.2, below. Otto Sciences has no obligation to assist in the resolution of disputes with respect to an Order.

4.2 Arbitration. If the Parties are unable to resolve a dispute with respect to an Order through informal negotiations, the Parties must resolve the dispute by arbitration.  The arbitration will be administered by the American Arbitration Association under its applicable rules. Judgment on the arbitrator’s award may be entered in any court with jurisdiction. Otto Sciences shall not be a party to any such arbitration and shall have no obligation to pay any fees or costs with respect to such arbitration.

5. Default Additional Order Terms and Conditions.

5.1 Nature of These Additional Order Terms and Conditions.  The terms in this Section 5 are default terms that apply to all Orders, unless the Buyer and Seller agree to replace them or supplement them with their own terms that apply to the Order. For purposes of clarity, the Buyer and Seller may agree to replace or supplement the terms in this Section 5 only and not the terms in the other sections of this Agreement, unless Otto Sciences expressly agrees otherwise.

5.2. Provider Representations and Warranties. The Provider represents and warrants to the Buyer that:

(a)         for Orders involving Services, the Provider will perform the Services in a professional manner and in accordance with industry standards and all applicable laws, regulations, and ordinances;

(b)         it has or will obtain the appropriate licenses and permits to perform its obligations with respect to an Order;

(c)          it is free to enter into this Agreement and, in so doing, it will not violate any other agreement to which it is a party;

(d)          it has taken all corporate action necessary to authorize the execution and performance of this Agreement; and

(e)          any deliverables of the Provider to the Buyer with respect to an Order will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any third party.

5.3 Quality of Goods; Warranties for Goods. For Orders involving Goods, the Provider shall provide Goods of merchantable quality, as defined in Article 2 of the Uniform Commercial Code. Additionally, such Goods shall have both express and implied warranties as provided for by Article 2 of the Uniform Commercial Code.

5.4. Buyer Representations and Warranties. The Buyer represents and warrants to the Provider that:

(a)          it is free to enter into this Agreement and, in so doing, it will not violate any other agreement to which it is a party;

(b)          it has taken all corporate action necessary to authorize the execution and performance of this Agreement; and

(c)          it has or will obtain the appropriate licenses and permits to receive the Goods and/or Services, as applicable, with respect to an Order.

5.5 Confidentiality. The Parties agree to the confidentiality and limited use of Confidential Information as provided in this Section 5.5.

(a) Definitions. “Confidential Information” means all non-public, confidential, or proprietary information, including, without limitation, any trade secrets disclosed on or after the effective date of an Order, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or its affiliates, or to any of such Recipient’s or its affiliates’ employees, officers, directors, partners, shareholders, agents, attorneys, accountants, or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” including, without limitation:

(i) all information concerning the Disclosing Party’s and its affiliates’, and their customers’, suppliers’, and other third parties’ past, present, and future business affairs including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies;

(ii) the Disclosing Party’s unpatented inventions, ideas, methods, and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property;

(iii) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;

(iv) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and

(v) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

(b) Exclusions. Despite Section 5.5(a) above, Confidential Information does not include information that:

(i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives;

(ii) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a [legal, fiduciary, or] contractual obligation to the Disclosing Party;

(iii) was known by or in the possession of the Recipient or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or

(iv) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

(c) Restrictions.  The Recipient shall use a commercially reasonable degree of care to protect and maintain the confidentiality of the Confidential Information. The Recipient shall not, without the Discloser’s written consent, disclose the Confidential Information to any third party other than the Representatives who (i) have a need to know it for uses in connection with an Order, and (ii) are subject to confidentiality restrictions no less restrictive than those in this Section 5.5.  The Recipient shall inform all of its Representatives of the nature of the Confidential Information and all the restrictions in this Agreement.  Each party is liable for any breach of the terms and conditions in this Section 5.5 by its respective Representatives.

(d) Compelled Disclosures.  The restrictions in this Section 5.5 do not prevent either party from complying with any law, regulation, court order or other legal requirement that compels disclosure of any Confidential Information. The Recipient shall promptly notify the Disclosing Party upon learning of any such legal requirement and shall cooperate with the Disclosing Party in the exercise of the Disclosing Party’s right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency.

(e) Term. The confidentiality and other obligations in this Section 5.5 commence on the effective date of an Order and expire 5 years after that date, provided that with respect to Confidential Information that constitutes a trade secret under applicable law, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Recipient or its Representatives.

(f) Return or Destruction of Confidential Information. At any time during or after the term set forth in Section 5.5.1(e), at the Disclosing Party’s written request, the Recipient and its Representatives shall promptly return to the Disclosing Party or destroy all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

(g) Remedies. The Recipient acknowledges that a breach of this Agreement by the Recipient or its Representatives will result in immediate and irreparable harm to the Disclosing Party. The Disclosing Party is therefore entitled to injunctive relief, in addition to other remedies and damages available at law, to enforce this Agreement.  The prevailing party in any such action is entitled to an award of reasonable attorneys’ fees, expenses, and costs incurred in that action, in addition to any other damages or relief awarded.

5.6 Intellectual Property.

5.6.1 Definitions.

(a) “Work Product” means the tangible and intangible results of the Services, whether finished or unfinished and including drafts. Work Product includes, without limitation, writings, technology, data, plans, inventions, discoveries, images, designs, models, surveys, processes, techniques, methods, ideas, know-how, negative know-how, concepts, research, test results, specimens, proposals, reports, materials, and all other results of the Services. Work Product does not include any material that was developed by the Provider and used without modification in performance of the Services before the effective date of an Order.

(b) “Prior Inventions” means all inventions, original works of authorship, developments, concepts, discoveries, processes, computer programs, know-how, ideas, methodologies, improvements, and trade secrets that were made Provider or Provider’s Representatives prior to the effective date of an Order.

5.6.2 Ownership of Work Product. Provider acknowledges and agrees that all right, title and interest in and to any Work Product is the sole property of Buyer whether the Services to be performed are completed or not. Provider hereby assigns to Buyer all of Provider’s right, title, and interest in and to the Work Product. Provider shall ensure that, at no cost to Buyer, all of Provider’s Representatives that contribute to any Work Product have agreed in advance in writing that all right, title, and interest in such contributions is assigned to the Buyer or the Provider, and that they waive any droit moral or similar rights to object to modifications, adjustments, or additions to their contributions. If any agreements with any of the Provider’s Representatives provide such rights in and to Work Product to Provider rather than to Buyer, Provider will acquire all such rights in such Representatives’ contributions by operation of this provision. All Work Product and any reproductions thereof must be surrendered to Buyer by Provider upon completion of the related Order or termination of an Order, whichever occurs first. Work Product may be used by the Buyer without restriction and may not be used by the Provider or its Representatives without the Buyer’s prior written consent.

5.6.3 License. Provider agrees that if, in the course of performing the Services, Provider or Provider’s Representatives incorporates into any Work Product, or utilizes in the performance of the Services, any Prior Inventions, Provider hereby grants to Buyer a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license to make, modify, use, reproduce, sell, offer for sale, transfer, and/or sublicense those Prior Inventions. Provider shall not, and shall ensure Provider’s Representatives will not, incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Work Product without Buyer’s prior written authorization.

5.6.4 Otto Sciences Platform. Notwithstanding anything to the contrary, Otto Sciences shall solely own all right, title and interest in and to the Platform, any improvements thereof, and all associated intellectual property rights.

5.7 Term. The term of each Order will be stated in the applicable Order. If no such term is stated, the Order will become effective on the date it has been accepted by the Buyer, and it will expire upon final delivery of the Goods or Services (as applicable).

5.8 Termination.  Buyer may terminate an Order at any time (i) by giving at least ten (10) days’ prior written notice to Provider, or (i) immediately by giving written notice to Provider, if termination is reasonably required due to safety or regulatory reasons. In the event of early termination, Buyer shall pay fees on a pro-rata basis for Services performed through the effective date of termination, unless the Parties agree otherwise in writing. Upon the receipt of notice of termination of an Order, the Provider must immediately cease performance of the Order and comply with all reasonable requests and instructions of the Buyer to wind down the Order in an orderly and safe manner while minimizing additional costs to Buyer. Provider shall deliver to Buyer within thirty (30) days from the effective date of termination all Work Product pertaining to the Order, unless otherwise directed by Otto Sciences or Buyer in writing.

Otto Sciences LLC Lab Rental Terms and Conditions

Last Updated: 2/15/22

These Otto Sciences LLC Lab Rental Terms and Conditions (the “Agreement”) govern the listing and rental of laboratory space or equipment on or through the Platform (“Lab Rental”). This Agreement applies to all owners or managers who list and/or rent out space or equipment on or through the Platform (“Owners”) and all individuals or businesses that rent such space or equipment (“Renters”). Owners and Renters may individually be referred to as a “User” or collectively as the “Users”. Each User acknowledges and agrees that this Agreement governs Lab Rentals.  Each User further acknowledges and agrees that, as a User of the Platform, it is also subject to Otto Sciences’ Terms of Use and Privacy Policies, which remain in full force and effect. Terms used in this Agreement without a definition have the meaning assigned to them in the Terms of Use or Privacy Policy, as applicable.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 3.5) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. Platform Overview

• The Platform. The Platform is a site where, among other things, Owners may list and/or rent out space or equipment and where Renters may rent such space or equipment. Otto Sciences facilitates online bookings of Lab Rentals and provides tools for Owners and Renters to communicate with each other and enter into rental agreements (“Rental Agreements”) directly with each other. Each Rental Agreement governs the rights and obligations of an Owner and Renter with respect to a Lab Rental.

• Venue Only. The Platform is a venue that, among other things, facilitates Lab Rentals. Otto Sciences is not, and does not become, a party to any contractual relationship between the Owner and the Renter (including, without limitation, a party to any Rental Agreement).

• Legal Compliance. Owners and Renters are responsible for, and shall abide by, all laws, rules, regulations, ordinances, permitting or licensing requirements applicable to a Lab Rental and any activities therein (e.g., scientific experiments). Otto Sciences has no liability for any non-compliance by an Owner or a Renter with respect to the foregoing.

• Listing and User Identity Verification. Otto Sciences is not responsible for verifying any User’s identity or conduct, or for establishing the nature, condition, or existence of a Lab Rental. Otto Sciences does not own or inspect any Lab Rentals on the Platform, and Otto Sciences makes no claims as to the quality, safety, or legality of any Lab Rentals.

• Third-Party Content. The Platform includes information about Lab Rentals provided by Owners and content from other third parties (“Third-Party Content”). Third-Party Content is the responsibility of the Owners or the third-party creators of it, as applicable. Otto Sciences does not verify and has no responsibility for Third-Party Content.

2. User Obligations and Rights

• Lab Rental Listings. Owners shall advertise Lab Rentals truthfully, fairly, and accurately. Each Owner is solely responsible for its listings of Lab Rentals and for updating such listings on the Platform, including any cancellation policy of the Owner. Despite the preceding sentence, in some instances Otto Sciences may offer services to assist Owners with the creation and listing of Lab Rentals. In that circumstance, Otto Sciences’ role is limited to using Third-Party Content of an Owner and creation of a Lab Rental listing for the Owner. Otto Sciences has no responsibility for creating or verifying the Third-Party Content.

• Insurance Coverage. Owners and Renters are solely responsible for obtaining insurance coverage sufficient to cover any personal injury or property damage that might arise with respect to a Lab Rental. Otto Sciences does not provide any insurance coverage with respect to any Lab Rental.

• Security Deposits; Lab Rules. Owners may choose to include security or damage deposits in their Lab Rentals listings (“Security Deposits”). If a Security Deposit is included in a Lab Rental listing and the Platform is used for the transaction, Otto Sciences may request a pre-authorization of the Renter’s payment card and hold such amount until it is permitted to be released following the conclusion of a Lab Rental (or on a recurring basis, if applicable). Otto Sciences may remit to an Owner a security or damage deposit, in the event of damage to a Lab Rental caused by or relating to a Renter’s activities. Owners may also establish rules with respect to a Lab Rental. Any such rules are part of the Rental Agreement between the Owner and a Renter unless agreed otherwise.

• Modification or Cancellation of a Lab Rental. Any modification or cancellation of a Lab Rental is the responsibility of the Owner and Renter involved in the Lab Rental transaction and is not the responsibility of Otto Sciences. Renters are responsible for complying with the cancellation and termination policy of the Owner, and any such policy is part of the Rental Agreement between the Owner and Renter unless agreed otherwise.

• Users shall use, and shall not circumvent, the Platform for payments with respect to a Lab Rental. Failure to use the Platform for payments may result in termination of a User’s account as well as monetary and legal penalties. Otto Sciences uses Stripe as its third-party payment processor. By using the Platform, Users agree to the legal policies of Stripe applicable to the transaction. Users agree to the delayed payment functionality of Stripe, whereby funds are held by Stripe and payment is delayed until a triggering action occurs (e.g., the transaction is marked as completed by the appropriate party).

• Unauthorized Activities. Users shall use the Platform for its intended use only and shall not:

• Copy, reproduce, upload, post, display, republish, distribute or transmit any part of the content on the Platform.
• Deep-link to any portion of the Platform without the express written permission of Otto Sciences.
• Reverse engineer any part of the Platform.
• Circumvent the Platform with respect to booking of a Lab Rental or making payments with respect to a Lab Rental.
• Post or transmit information that is false, fraudulent, or misleading with respect to a Lab Rental.
• Sell, offer for sale, transfer, or license any portion of the Platform in any form to any third parties.
• Violate or infringe the intellectual property rights of Otto Sciences or any third party.
• Post any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane material.

3. General

• Updating the Agreement. Otto Sciences may update this Agreement in its sole discretion without prior notice to Users by posting a new version to the Platform. The continued use of the Platform indicates the User is accepting the current published version of this Agreement.

• Warranty Disclaimer. OTTO SCIENCES MAKES NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY OR RELIABILITY OF ANY INFORMATION PROVIDED BY ANY PARTY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING OUT OF STATUTE, IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE PLATFORM BY ANY PARTY.

• Limitation of Liability. IN NO EVENT SHALL OTTO SCIENCES OR ITS MANAGERS, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS AND/OR EMPLOYEES (“Otto Sciences Parties”) BE LIABLE TO ANY USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY LAB RENTAL, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN THIS AGREEMENT, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO A USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR A LAB RENTAL, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) $100 OR (B) THE AGGREGATE AMOUNT OF FEES ACTUALLY COLLECTED BY OTTO SCIENCES FROM USER FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

• Each User shall indemnify, defend, and hold harmless the Otto Sciences Parties from and against any and all claims, actions, proceedings, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) that Otto Sciences suffers or incurs arising out of or relating to (i) the breach by the User of this Agreement, (ii) the User’s use of the Platform with respect to a Lab Rental, or (iii) the User’s error or omissions with respect to a Lab Rental.

• In the event that a dispute cannot be amicably resolved, each Party agrees to resolve any claim, dispute, or controversy between the Parties (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under its applicable rules. The arbitration will be conducted in the County of Milwaukee, WI. Each Party is responsible for paying any AAA filing, and administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent a Party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Platform. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. THE PARTIES AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, if a Party is entering into this Agreement on behalf of a Government-Affiliated Entity, and any Applicable Laws or governing policy restricts a Party from resolving Claims by binding arbitration as set forth above, then the Parties agree to submit their dispute to a mutually acceptable mediator to help them resolve their differences utilizing non-binding mediation. If after non-binding mediation occurs, the dispute is not resolved, the Parties are free to exercise all other legal and equitable rights.

• This Agreement will remain in full force and effect while a User uses the Platform. Otto Sciences may suspend or terminate a User’s rights to use the Platform (including its account) at any time for any reason at its sole discretion, including for any use by a User of the Platform in violation of this Agreement.  Upon termination of a User’s rights under this Agreement, that User’s account and right to access and use the Platform will terminate immediately.  Each User understands that any termination of its account may involve deletion of its user content associated with its account from Otto Sciences’ databases.  Otto Sciences will not have any liability whatsoever to a User for any termination of that User’s rights under this Agreement, including for termination of a User’s account or deletion of its user content.  Even after a User’s rights under this Agreement are terminated, Section 3 of this Agreement remains in full force and effect.