WEBSITE TERMS OF USE 

VERSION 2.0 

LAST REVISED ON: JUNE 27, 2023 

The website located at www.divysci.com and all subdomains (the “Site”) is a copyrighted work belonging to  DivySci Software INC. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to  additional guidelines, terms, or rules, which will be posted on the Site 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 SITE. BY ACCESSING OR USING THE SITE, YOU ARE  ACCEPTING THESE TERMS (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 INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  YOU MAY NOT ACCESS OR USE THE SITE 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 SITE. 

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 9.2) 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. ACCOUNTS 

1.1. Account Creation. In order to use certain features of the Site, you may be required to 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; (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 Site. Company may suspend or terminate  your Account in accordance with Section 8.  

1.2. 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 Company of any unauthorized use, or suspected unauthorized use of your  Account or any other breach of security. Company cannot and will not be liable for any loss or damage  arising from your failure to comply with the above requirements. 

2. INFORMATION COLLECTED. In order to contact the Company, you may provide certain information  about yourself as prompted by the “See a Demo” or “Join Newsletter” forms. You represent and warrant  that all required information you submit is truthful and accurate as of the date of your completion of such  form. The Company cannot and will not be liable for any loss or damage arising from your failure to  comply with the above requirements and the Company will not have an obligation to respond to  information that is submitted on the “See a Demo” or “Join Newsletter” forms.  

3. ACCESS TO THE SITE 

3.1. License. Subject to these Terms, Company grants you a non-transferable, non-exclusive,  revocable, limited license to use and access the Site solely for your own personal, noncommercial use. 

3.2. 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 Site, whether in whole or in part, or any content displayed on the Site; (b) you  shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of  the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or  service; and (d) except as expressly stated herein, no part of the Site 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 Site shall be 

subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed  on the Site) must be retained on all copies thereof. 

3.3. Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the  Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you  or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof. 

3.4. No Support or Maintenance. You acknowledge and agree that Company will have no obligation  to provide you with any support or maintenance in connection with the Site. 

3.5. Ownership. You acknowledge that all the intellectual property rights, including copyrights,  patents, trademarks, and trade secrets, in the Site and its content are owned by Company or Company’s  suppliers. Neither these Terms (nor your access to the Site) 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 3.1. Company reserves all rights not granted in these Terms. There are no implied licenses  granted under these Terms. 

4. INDEMNIFICATION. You agree to indemnify and hold Company (and its officers, employees, and agents)  harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or  arising out of (a) your use of the Site, (b) your violation of these Terms or (c) your violation of applicable  laws or regulations. Company 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 matter without the prior written consent of Company.  Company 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 Site 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 Company, and Company is not responsible for any Third-Party  Links & Ads. Company 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. Release. You hereby release and forever discharge the Company (and our officers, 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 Site (including any interactions with, or act  or omission of, other Site 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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO  EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF  KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT  WITH THE DEBTOR OR RELEASED PARTY.” 

6. DISCLAIMERS 

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (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  SITE 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 SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90)  DAYS FROM THE DATE OF FIRST USE. 

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 COMPANY (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 OR  YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE 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 FIFTY US DOLLARS (U.S. $50)  OR THE AMOUNT YOU HAVE PAID TO THE COMPANY IN THE PAST TWELVE (12) MONTHS. 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 will remain in full force and effect while  you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any  time for any reason at our sole discretion, including for any use of the Site in violation of these Terms.  Upon termination of your rights under these Terms, your Account and right to access and use the Site will  terminate immediately. Company will not have any liability whatsoever to you for any termination of your  rights under these Terms, including for termination of your Account. Even after your rights under these  Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3 through 9. 

9. GENERAL 

9.1. Changes. These Terms are subject to occasional revision, and if we make any substantial  changes, we may notify you by prominently posting notice of the changes on our Site. Any changes to  these Terms will be effective immediately following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users of our Site. Continued use of our Site 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. 

9.2. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your  contract with Company 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) in connection with the Terms or the use of any  product or service provided by the Company 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 the Company, and to any subsidiaries, affiliates, agents,  employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users  or beneficiaries of services or goods provided under the Terms. 

(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 the Company should be sent  to:600 Broadway, Ste 200 #7326 Albany, New York 12207. After the Notice is received, you and the  Company may attempt to resolve the claim or dispute informally. If you and the Company 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 or equal to 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 within 100 miles of your residence, unless you reside outside of the United States, and  unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties  reasonable notice of the date, time and place of any oral hearings. 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 the Company made to you prior to the initiation of  arbitration, the Company will pay you the lesser of the award or $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 the Company 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 the Company, 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 the Company. 

(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, for claims and disputes where the total amount of the award sought is greater than Ten  Thousand U.S. Dollars (US $10,000.00) the Company may, in its sole discretion, elect that such claim or  dispute 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 the Company in any state or  federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY  WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. 

(h) 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. 

(i) 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. 

(j) 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. 

(k) Survival of Agreement. This Arbitration Agreement will survive the termination of your  relationship with Company.  

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

(m) 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. 

(n) 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. 

(o) 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 Orange County, New York, for such purpose.  

9.3. Export. The Site 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 Company, or any products utilizing such data, in violation of the  United States export laws or regulations.  

9.4. Disclosures. Company is located at the address in Section 9.8. 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.

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

9.6. Entire Terms. These Terms constitute the entire agreement between you and us regarding the use  of the Site. 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. 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 Company’s prior written consent, and any attempted assignment,  subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely  assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.  

9.7. Copyright/Trademark Information. Copyright © 2023 DivySci Software INC. All rights  reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site 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. 

9.8. Contact Information: 

Ariana Abramson 

Address:  

600 Broadway, Ste 200 #7326 

Albany, New York 12207 

Email: hello@divysci.com

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