1. Definitions

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

"Agreement" means this agreement including any Annexes, and any amendments to this Agreement from time to time;

"API" means the application-programming interface for the Hosted Services defined by the ProtiFi and made available by the ProtiFi to Customer;

“Customer” means the party, either acting in the course of a business or profession or as a private person, to whom the offer of ProtiFi is submitted, or with whom ProtiFi has entered into an agreement or to whom the Products or Services are or will be delivered or are or will be executed;

“Customer Data” means Customer’s mass spectrometric data and any other data (including data sets or data files) of Customer that Customer uploads into the Software;

“Documentation” means any materials, in electronic, written, or oral form, of ProtiFi made available to Customer relating to the Hosted Services, including, without limitation, user guides, tutorial and other instruction materials and online help information made available by ProtiFi;

"Hosted Services" means the Software as a Service (SAS) SimpliFi.ProtiFi.com, or any other SAS, which will be made available by the ProtiFi to Customer as a service via the internet in accordance with this Agreement;

“Intellectual Property” means all copyrights and copyrightable materials in any form, inventions patented, patentable and unpatented, trade secrets, research, formulas, formulations, methods, techniques, patents and patent applications and all their content regardless of country or status of publication, sequences of protein and nucleic acids, designs, registered or not, research results tangible or not, design rights, database rights and copyrights, software and code, know-how and show-how, internet names, domain names, email addresses, customer identities and databases, business names, trade- or service marks whether registered or unregistered, brand names, trade names, trade dress(es), other intellectual property rights, logos, color schemes and other source identifiers (whether registered or not) and/or slogans used by ProtiFi in connection with its Products and Services from time to time and the goodwill therein and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may relate to the Products and Services offered by ProtiFi;

“Products” means all movable assets (including kits, consumables and reagents and expressly including samples, free or paid for) which are subject to any offer, proposal, agreement or any other contract between ProtiFi and Customer;

“ProtiFi” means ProtiFi, LLC, and its affiliates, subsidiaries, licensees and licensors, or its authorized resellers and distributors, and each of their respective current and future employees, agents, officers, directors, owners and partners, principals, representatives, managers and distributors;

“Results” means the Software-generated results of the analysis of Customer’s data, including, without limitation, any visualization of the data, diagrams, statistical analysis, quantifications, or evaluation of statistical significance of or relating to any of the foregoing;

“Services” means all activities, including Hosted Services, which are subject to any offer, proposal, agreement or any other contract between ProtiFi and Customer;

“Software” means the software product developed by ProtiFi, including any new versions thereof, including and not limited to Hosted Services and SimpliFi, accessible at simplifi.protifi.com;

“Support” means responding to a reasonable number technical questions about the Software functionalities and usage, giving advice on installing, activating, and operating the Software, helping understanding and reading information generated by the Software, and identifying and troubleshooting technical problems including bugs. Examples of issues that are not encompassed in the Support are requests for advice on LC-MS conditions, acquisition method customization, sample preparation, experimental design, etc. These examples are illustrative and not inclusive.

"Supported Web Browser" means the current release from time to time of Google Chrome, Brave by Brave Software, Inc. or Apple Safari;

Overview

IMPORTANT: THIS GENERAL TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT (“Agreement”) IS A CONTRACT BETWEEN YOU (the “Customer”) AND PROTIFI (as defined above and hereafter referred to as “ProtiFi,” each a “Party” and collectively referred to as the “Parties”). PLEASE READ THIS LICENSE CAREFULLY BEFORE BUYING OR USING ProtiFi PRODUCTS OR SERVICES, AND BEFORE ACCESSING OR USING ProtiFi’s WEBSITE(S) OR SERVICES. ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON THE BUYER’S ASSENT THERETO. SALES INCLUDE THE REQUEST AND ACCEPTANCE OF PRODUCT AND/OR SERVICE TRIALS AND/OR SAMPLES. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON PROTIFI UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF PROTIFI.

All Products and Services, including and not limited to its website and all information and tools available from ProtiFi, are provided to you, Customer, conditioned upon your acceptance of all terms, conditions, policies and notices stated in this Agreement. This Agreement and the terms and conditions contained herein constitute the entire agreement between the Parties and supersedes all communications, negotiations, arrangements and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement. This Agreement applies to all past, current and future Products and/or Services. Any new Products or Services including any added features or tools, including and not limited to SimpliFi, shall also be subject to these General Terms and Conditions and End User License Agreement. The term of this agreement begins as soon as you receive, access or use any Products or Services and ends

By visiting, accessing or using any part of ProtiFi’s website(s) or Hosted Services, and/or purchasing, using, sampling or testing anything from ProtiFi, including and not limited to any Product or Service, you agree to be bound by these General Terms and Conditions, including those additional terms and conditions and policies referenced herein and/or those available by hyperlink. If you do not agree to all the terms and conditions of this Agreement in its entirety, then you may not purchase or use ProtiFi Products or Services, and you may not access any ProtiFi website or use any Services. By agreeing to these General Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. If these General Terms and Conditions are considered an offer, acceptance is expressly limited to these General Terms and Conditions.

ProtiFi reserves the right, at any time and from time to time, to update, change, revise, replace, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on the use of ProtiFi Products and/or Services by posting such updates and/or changes to its website(s). Such updates, changes, revisions, replacements, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. You can review the most current version of the General Terms and Conditions at any time on this page at https://protifi.com/pages/terms-and-conditions. It is your responsibility to check this page periodically for changes. Your continued use of ProtiFi Products and/or Services following any Additional Terms will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

Limited Use License

Conditioned upon compliance with the terms and conditions of this Agreement, including its restrictions and limitations and conditions and all other terms, the purchase of Products and/or Services from ProtiFi conveys to Customer, and Customer accepts, a non-exclusive, limited, non-transferable, non-sublicensable license to use the purchased amount of Products and/or Services and components of Products and/or Services only in internal research conducted by Customer (whether Customer is an academic or for-profit entity, whether or not for cash or other consideration).

Conditions, Restrictions and Limitations of Use

The Limited Use License granted with this Agreement shall not include any rights other than those expressly set forth herein. No other right, express or implied, is conveyed by the sale of Products or Services. Customer agrees that a breach or violation of any term or condition of this Agreement shall result in an immediate termination of Customer’s access to ProtiFi Products and Services.

Customer shall use Products and Services in a responsible, safe and legal manner in accordance with all applicable laws, regulations, ordinances, statutes, codes, protocols or guidelines, whether they be of international, national, state, regional, local or institutional origin, and not for any unlawful, unauthorized or prohibited purpose or in any illegal manner, for any unlawful, illegal, fraudulent or harmful purpose or activity, or in any manner inconsistent with or in violation of this Agreement. Customer agrees to abide by all intellectual property laws and all terms and conditions of this Agreement. Customer agrees to not remove or alter any copyright notice or other proprietary rights notices placed on or embedded in Products or Services or any part thereof.

The Limited Use License granted herein does not imply or convey the right to use the Products or Services in combination with any other product(s) whose manufacture, sale, or use is covered by any patent. Customer shall not make any amendment or modification to, or to create any derivative work of, Products or Services, or any part thereof. Customer shall not by the sale or purchase of Products or Services have or obtain any right to make, have made, offer to sell, or sell Products or Services. Customer shall not sell or otherwise transfer (a) Products or Services, (b) their components, or (c) derivatives or components thereof to a third party, or make them or any part thereof available to any third party, other than to Customer’s own employees, collaborators and researchers on an as needed basis in accordance with this Agreement. Customer shall not use Products and Services or their components or materials or derivatives for any commercial purposes including, and not limited to, resale of Product or Services or their components, whether or not Products or Services or their components are resold for use in research, without ProtiFi’s prior written consent. Any use of Products or Services other than for internal research requires a license from ProtiFi.

Customer shall not make any use of Products and/or Services for the purpose of offering, directly or indirectly, any products or services that compete with any of ProtiFi’s business, own products or services to third parties. Customer shall not create or attempt to create a same or similar product or service, give, sell or in any way transfer ProtiFi Products or Services to a third party.

Customer shall use Products and Services specifically in accordance with the protocols, documentation and usage instructions provided with Products and Services, and available online at www.protifi.com/pages/resources and in other locations. Customer is responsible for understanding and performing the Product Protocols. ProtiFi does not guarantee any results you may achieve; protocols and instruction and information are provided as ProtiFi’s recommendations based on its experience, testing and results and are subject to change.

Customer agrees that Products and/or Services, their components and/or derivatives shall not be used for therapeutic or prophylactic purposes in humans or animals. Customer understands and agrees that Products and Services are intended for laboratory research use only (RUO) and Customer further agrees that Products and Services shall not to be used for any other purposes including but not limited to diagnostic, clinical diagnostic or in vitro diagnostic purposes; to provide a diagnostic service, product or procedure, or to otherwise use the Products or Services for clinical diagnostic purposes; in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes.

Customer acknowledges that Products and Services have not been tested by ProtiFi for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in writing. Customer expressly represents and warrants to ProtiFi that Customer will properly test and use Products and Services in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Customer realizes that, since Products are, unless otherwise stated, intended for research use only, they may not be on the Toxic Substances Control Act (TSCA) inventory. Customer shall assume responsibility to assure that the Products purchased from ProtiFi are approved for use under TSCA, if applicable. Customer shall be responsible to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products. Customer also shall warn Customer’s current and future employees, agents, officers, associates, lab members, directors, owners, partners, principals, representatives, managers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling Products. Customer shall comply with instructions, if any, furnished by ProtiFi relating to the use of Products and to not misuse Products in any manner.

Customer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other agency or authority of the United States or other applicable countries, and not to transfer, or authorize the transfer of, Products and Services, to a prohibited country or otherwise in violation of any such restrictions or regulations.

Customer agrees that Customer, Customer’s employees, independent contractors or other agents shall not (a) reverse engineer, decompile, decrypt, or otherwise disassemble or attempt to derive or gain access to the source code, underlying ideas, algorithms, structure or organization of the Service, in whole or in part, or alter or modify or recreate Products or Services from Products or Services themselves, or from any other information available to them, public or not; (b) otherwise use any of the information or training or materials ProtiFi provides to support, maintain or otherwise service a third party’s products or services; or (c) defeat, bypass, breach, deactivate, or otherwise circumvent any security device or protection used by Software or Hosted Services or access or use Software or Hosted Services other than through the use of its own then valid Access Credentials. Customer agrees to not transmit any distribute malware, including viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature.

Further information licensing ProtiFi intellectual property may be obtained by contacting the Business Development Department, ProtiFi, LLC, PO Box 176 Fairport NY 14450, Email: info@ProtiFi.com. Customer acknowledges that Products may be subject to U.S. export control laws and regulations. Customer represents and warrants that it is the ultimate end-user of the Products, and further represents and warrants that it will not knowingly sell, export, re- export, transfer, divert, or otherwise dispose of Products (including other materials or goods derived from or based on the Products) subject to U.S. export control laws or regulations to any other destination, entity, or person without the prior authorization of any relevant U.S. federal government agency and ProtiFi.

Hosted Services

Customer shall provide ProtiFi with relevant information to enable ProtiFi to register and provide Customer with an account to access the Hosted Services and/or Software. ProtiFi will provide to Customer Access Credentials necessary for Customer to access and use the Hosted Services within three business days of receipt of payment for Services. Customer shall access and use the Hosted Services through the API running on a Supported Web Browser and in accordance with Documentation and this Agreement. Customer shall not permit any unauthorized person or application to access or use the Hosted Services.

Customer shall provide, at Customer’s own expense, any equipment and software that Customer may require to access the Hosted Services. Customer acknowledges and agrees that it may be necessary for Customer to obtain separate licenses from third parties for use of certain software in connection with Customer’s analysis or use of the Software or Hosted Services hereunder, and that ProtiFi will not provide such license rights to Customer.

Customer may use Software and Hosted Services to (i) to upload Customer Data into the Hosted Services, (ii) to analyze Customer Data and to generate Results, (iii) to display, review and analyze the Results, (iv) to share the Results with other users of the Hosted Services, and (v) to export, publish and disclose the Results, all of (i)-(v) as provided for by the Hosted Services’ standard functionality and in accordance with this Agreement and Documentation, for Customer’s own commercial and non-commercial purposes.

Customer acknowledge and agree that the results generated from the use of Software and Hosted Services are scientific hypotheses and are not intended to be statements of fact or truth and are starting points for further experimental validation by Customer, and that ProtiFi may add new features, upgrade or modify the Software and Hosted Services at any time.

Customer is solely responsible its data and will comply with all laws applicable to Customer’s use of Products and Services, including without limitation, all local, state, and federal public records law and privacy and security laws. Customer shall not disclose to ProtiFi or upload to Hosted Service any information that Customer is prohibited from disclosing by any law or regulation or contractual obligation. Customer warrants and shall ensure that all uploaded Customer Data is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint. Customer warrants to ProtiFi that uploaded Customer Data does not infringe the Intellectual Property Rights or other legal rights of any person or legal person and does not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law. Customer represents and warrants that it has reviewed this Agreement carefully and has made its own, independent determination whether the levels of privacy, security and uptime set forth are sufficient for Customer’s use of Products and Services. Customer acknowledges and agrees that Products and Services, including without limitation the degree of privacy and security provided by Hosted Service, may not comply with special privacy and security requirements relating to the processing, storage or transmission of sensitive information. Customer shall not use Hosted Services to process any information subject to the Health Insurance Portability and Accountability Act (“HIPAA”) without prior written authorization of ProtiFi. Customer agrees that if Customer uses Hosted Service to process sensitive information, any such use is at Customer’s own risk and ProtiFi shall have no liability to Customer or any third party arising out of or relating to such use.

Customer understands and agrees that ProtiFi will have the right and license to use, host, store, cache, display, distribute and transmit Customer Data solely for the purpose of processing Customer requests, transactions, and analyses. ProtiFi maintains security procedures with respect to access and storage of Customer Data. These procedures are intended to provide reasonably appropriate technical and organizational safeguards against unauthorized disclosure or access.

Customer shall not conduct or request that any other person conduct any load testing or penetration testing on Services or Hosted Services without the prior written consent of ProtiFi. Customer shall not use or access the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or impairment of the availability or accessibility of the Hosted Services. Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorized person or application may gain access to the Hosted Services by means of the Access Credentials. ProtiFi may from time to time suspend the Hosted Services for the purposes of scheduled maintenance and endeavors where practicable to give Customer prior notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services. ProtiFi endeavors to maintain the availability of Hosted Services and does not guarantee 100% availability. Specifically, downtime may be caused directly or indirectly by force majeure event, fault or failure of the internet or any public telecommunications network, a fault or failure of the Customer's computer systems or networks, a breach by a Customer of this Agreement, or scheduled maintenance, among other reasons, and ProtiFi shall not be liable for downtime of Software or Hosted Services. For the avoidance of doubt, Customer has no right to access any software code (including object code, intermediate code and source code) of the Hosted Services or Software at any point in time. ProtiFi may suspend Customer access to Hosted Services if any amount due to be paid by Customer to the ProtiFi is overdue.

Hosted Services and Software are trade secrets of ProtiFi; competitors of ProtiFi are specifically prohibited from accessing or using the Hosted Services and Software in any way, on a trial basis or otherwise, to engage in comparative analysis. No part of the Hosted Services and Software may be used by competitors of ProtiFi to develop, design or market functionality, data or content similar to or competitive with the Hosted Services and Software.

Technical Assistance

At Customer’s request, ProtiFi may, at ProtiFi’s discretion, furnish technical assistance and information with respect to ProtiFi’s Products and/or services. PROTIFI MAKES NO REPRESENTATIONS, WARRANTIES, INDEMNIFICATION OBLIGATIONS, CONDITIONS OR COVENANTS OF ANY KIND OR NATURE, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE OR OTHERWISE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY PROTIFI OR PROTIFI’S PERSONNEL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, DURABILITY, RELIABILITY, USEFULNESS, AVAILABILITY, ACCURACY, TITLE OR NON-INFRINGEMENT. ANY SUGGESTIONS BY PROTIFI REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS OR SERVICES SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF PROTIFI.

No Warranty, Exclusion, Restrictions and Limitation of Liability

PRODUCTS AND SERVICES ARE PROVIDED AS-IS. EXCEPT AS SET FORTH HEREIN AND SUBJECT TO APPLICABLE LAW, PROTIFI MAKES NO REPRESENTATIONS, WARRANTIES, INDEMNIFICATION OBLIGATIONS, CONDITIONS OR COVENANTS OF ANY KIND OR NATURE, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE OR OTHERWISE, WITH RESPECT TO PRODUCTS AND SERVICES OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, DURABILITY, RELIABILITY, USEFULNESS, AVAILABILITY, ACCURACY, TITLE OR NON-INFRINGEMENT. PROTIFI EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, INDEMNIFICATION OBLIGATIONS, CONDITIONS AND COVENANTS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARISING OUT OF, OR RELATED TO, PRODUCTS AND SERVICES, OR THEIR PERFORMANCE OR NONPERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PROTIFI NOR ANY OF ITS SUPPLIERS WARRANT THAT PRODUCTS OR SERVICES OR SOFTWARE, OR ANY PART THEREOF, WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED, OR REGARDING THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANALYSIS.

CUSTOMER HEREBY ACKNOWLEDGE THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION AND PROTIFI DOES NOT AND CANNOT GUARANTEE THAT CUSTOMER DATA OR OTHER INFORMATION CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. IN PARTICULAR, THE HOSTED SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION, INCLUDING CUSTOMER DATA, OVER THE INTERNET. CUSTOMER ACKNOWLEDGE AND AGREE THAT PROTIFI DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE HOSTED SERVICES AND/OR CUSTOMER DATA. PROTIFI SHALL NOT BE RESPONSIBLE OR LIABLE FOR SUCH ACTIVITIES. CUSTOMER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF CUSTOMER’S INFORMATION AND SYSTEMS.

ProtiFi shall not in any event be liable for incidental, indirect, compensatory, consequential, special, punitive or other damages whatsoever in connection with or arising out of or related to this Agreement, Products or Services, or the use or inability to use Products or Services or the furnishing, performance or use of any other matters hereunder, whether based upon warranty, contract, tort or any other theory including and not limited to breach of warranty, breach of contract, repudiation of contract, termination, negligence, or otherwise, even if it shall have been advised of the possibility of such damages, including, without limitation, damages to business, business interruption, loss of use, cost of procurement of substitute goods or technology, any loss occurring from infringement of patent or other IP rights, damages for injury, loss of work in progress, down time, loss of information or data, pecuniary loss, loss of revenue or profits or goodwill, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, loss of products of buyer or other use or any liability of Customer to a third party on account of such loss, or for any labor or any other expense, damage or loss occasioned by such Product or Service including personal injury or property damage for any reason.

Customer shall indemnify, hold harmless, and defend ProtiFi and its services providers from and against any and all claims, proceedings, causes of action, suits, damages, losses, liabilities, demands, costs and expenses (including and not limited to attorney’s fees) resulting from or in any way connected with Customer’s use of Products and Services, and/or for any breach or violation of the terms of this Agreement. ProtiFi shall not be liable for any damages that arise due to Customer’s use of Products and Services or publication, processing, storage or transmission of any information in violation of any law.

ProtiFi’s entire liability, without exception, is limited to Customers’ reimbursement of the purchase price of the Products or Services (maximum being the lesser of the amount paid by you and the suggested retail price as listed by ProtiFi) in exchange for the return of the Products or Services, their Components, their Derivatives and all protocols, usage instructions, papers and manuals, and all materials that constitute a transfer of limited use license from Customer back to ProtiFi. All claims must be brought within one (1) month of receipt of Products or Services, regardless of their nature.

ProtiFi reserves the right to make changes in design, production, manufacture, or characteristics of Products or Services or to improve Products or Services at any time and in any way, without incurring any obligations to replace or modify any Products previously sold. Deviations from the product specification that impair the use of fitness of Products (hereafter referred to as “material defects”) may be present. Should you encounter a material defect, you shall immediately notify ProtiFi in writing, specifying how the material defect manifests itself, what effect it has and under what circumstances it occurs; emailing info@protifi.com is the preferred method of communication. Having received notification of the material defect and having established that a material defect actually exists, ProtiFi may, at its sole option and discretion, remedy such material defect. You acknowledge and agree that any Feedback you may provide to ProtiFi shall be ProtiFi’s sole and exclusive property, and you hereby irrevocably assign to ProtiFi all of your rights, title and interests in and to all such Feedback. “Feedback” includes, without limitation, suggestions, comments, ideas or know how in direct or indirect connection with your testing, evaluation and/or use (whether presented orally, in written form or otherwise).

This document and other ProtiFi documents and materials are provided “as is.” ProtiFi assumes no responsibility for any typographical, technical, or other inaccuracies in this document or other documents, protocols, manuals, other written material or materials in other formats such as videos.

This document might contain references to third-party sources of information, hardware or software, products or services and/or third-party websites (collectively the “Third-Party Information”). ProtiFi does not control, and is not responsible for, any Third-Party Information, including, without limitation the content, accuracy, copyright compliance, status of patent infringement, compatibility, performance, trustworthiness, legality, decency, links, or any other aspect of Third-Party Information. The inclusion of Third-Party Information in this document does not imply endorsement by ProtiFi of the Third-Party Information or the third party in any way. ProtiFi does not in any way guarantee or represent that you will obtain satisfactory results from using ProtiFi Products or Services, or that you will achieve any results at all. Information and protocols provided by ProtiFi are recommendations based on its use and experience. You assume all risk in connection with your use of ProtiFi Products and/or Services.

Force Majeure

Without liability, fault or negligence, ProtiFi may delay, reduce or cancel orders or deliveries or access of Products or Services if it is hindered, delayed or prevented through circumstances beyond its reasonable control including, but not limited to, acts of God, failures of the internet or public telecommunications networks, infrastructure failures (of power, telecommunications, water, sewer, dams, gas distribution, etc.), hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, embargo or other governmental act, regulation or requests affecting the conduct of ProtiFi’s business, disasters, epidemics, pandemics, explosions, fires, riots, terrorist attacks, wars or acts of war, employment disputes or strikes or other labor difficulties (including those involving its own employees), accidents, shortages of operating resources, breakdown of plant or machinery, shortages of raw materials, transport problems or shortages or delays, or governmental action or inaction, landslides and other mass-movement hazards (rock falls, avalanches, etc.), drought, hurricanes, typhoons and other cyclones, monsoons, tornadoes, hailstorms, frost, extreme heat or cold, sandstorms, wildfires, thunderstorms, fog, floods, storms, earthquakes, windstorms, hurricanes, lightning, volcanic activity, tsunamis, adverse weather conditions and other natural events, transportation breakdowns, accidents and disasters, economic failure, insurrections, revolts, famine, theft, vandalism, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

Ownership

Customer shall own and retain title to all intellectual property rights that may exist in any of the Customer Data and the Results. In particular, for the avoidance of doubt, the Parties agree that discoveries that Customer makes while using Products and/or Services are not considered to be intellectual property of ProtiFi. Customer acknowledges and agrees that it shall itself be responsible for and assume the risk of the accuracy, integrity and legality of Customer Data, and of the means by which Customer acquires, uploads, transmits and processes Customer Data.

Customer acknowledges that the Products and Services provided to Customer embody Intellectual Property deemed to be of significant value to ProtiFi, its licensees and licensors, and that such intellectual property may be protected by the law of patents, copyrights, trade secrets, and other laws and forms of protection. Customer acknowledges and agrees that neither this Agreement nor the purchase of the Products and Services by Customer shall be construed as a transfer of any title or the grant of any rights in and to the Intellectual Property embodied in the Products or Services owned, developed or licensed by ProtiFi. Products and Services may be patented, patent pending or trade secret. As described herein, Customer has a limited license to use ordered Products and Services containing ProtiFi Intellectual Property subject to the use restrictions described herein. Customer hereby grants to ProtiFi a worldwide, exclusive, royalty-free, fully-paid-up, transferable, irrevocable, perpetual, unlimited, and sub-licensable right and license to use for any purpose any and all improvements made by Customer to Products or Services and the Intellectual Property therein embodied, in particular (and not limited to) derivatives and modifications of device or product or formula or protocol or protein form, function and sequence. ProtiFi has no knowledge that the use or sale of the products or services delivered, themselves or in combination with other products or services, or in the operation of any process, under this agreement is infringement of any patent claims covering the product and services in any country. ProtiFi does not warrant that the use or sale of its Products or Services, themselves or in combination with other products or services, or in the operation of any process, under this agreement will not infringe on any patent claims covering the product and services in any country.

User Comments and Feedback

If and to the extent Customer provides to ProtiFi any suggestions, improvements, modifications, feedback, error identifications, creative ideas, suggestions, proposals, plans, protocols, workflows or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), or other information related to ProtiFi Products and/or Services, Customer hereby grants to ProtiFi a fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide, non-exclusive license to: (i) use and exploit such Feedback to modify or improve any of ProtiFi Products and/or Services and (ii) use, copy, edit, publish, distribute, translate, prepare derivative works of, display, make, sell and otherwise distribute any products and services incorporating or utilizing such Feedback. ProtiFi is not and shall not be under any obligation (1) to maintain any Feedback in confidence; (2) to pay compensation for any Feedback; or (3) to respond to any Feedback.

Orders, product form, returns

Orders arising hereunder may be changed or amended only by written agreement signed by both Customer and ProtiFi, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Customer may not cancel this order unless such cancellation is expressly agreed to in writing by ProtiFi. In such event, ProtiFi will advise Customer of the total charge for such cancellation, and Customer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on ProtiFi by its suppliers, and any other cost resulting from cancellation of this order by Customer which is permitted by ProtiFi. Certification of such costs by ProtiFi's accountants shall be conclusive on the parties hereto. Customer acknowledges and agrees that ProtiFi may fill Customer’s order with any number of units of Products. Such units may be more units than Customer ordered. Customer will not be charged extra for any adjustments made by ProtiFi. In the event that activity is significantly different between lots, ProtiFi reserves the right to fill the order with that number of units which is sufficient to fill Customer’s order and such adjustments shall constitute a fulfilled order. Products may not be returned for credit except with ProtiFi’s permission, and then only in strict compliance with ProtiFi’s return shipment instructions. Any returned items may be subject to a 50% processing fee and must be returned within 90 days of purchase.

Delivery, claims, delays

All sales are EXW from ProtiFi’s shipping point unless otherwise noted. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the Products to the carrier at ProtiFi’s shipping point shall constitute delivery to Customer and Customer shall bear all risk of loss or damage in transit. The general method of shipment for each item is provided on ProtiFi’s website. However, ProtiFi reserves the right, in its discretion, to determine the exact method of shipment. ProtiFi reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of Customer’s obligations to accept remaining deliveries. Immediately upon Customer’s receipt of any Products shipped hereunder, Customer shall inspect the same and shall notify ProtiFi in writing of any claims for shortages, defects or damages and shall hold the Products for ProtiFi’s written instructions concerning disposition. If Customer shall fail to so notify ProtiFi within five days after Customer has received the Products, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by Customer. ProtiFi shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause including, without limitation, unsuccessful experiments or research, act of Customer or force majeure events as defined in this Agreement.

Payment

In consideration for ProtiFi Products and/or Services, Customer shall pay ProtiFi the fees set forth in the applicable purchase order (if any). Terms of sale are net 30 days of date of invoice, unless otherwise stated. If the financial condition of Customer results in the insecurity of ProtiFi, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, ProtiFi may, without notice to Customer, delay or postpone the delivery of the products; and ProtiFi, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Customer in the payment of the purchase price or otherwise, of this or any other order, ProtiFi, at its option, without prejudice to any other of ProtiFi’s lawful remedies, may defer delivery or cancel the order, or sell any undelivered products on hand for the account of Customer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Customer agrees to pay the balance then due to ProtiFi on demand. Customer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Customer in any of the terms hereof. If payment is not made when due, ProtiFi is entitled to charge at any time from the invoice date interest of 1.5% per month (18% per year) on the amount outstanding. In addition, Customer shall pay ProtiFi collection expenses in the amount of US$40.00 for the first and any subsequent payment reminder. ProtiFi also reserves the right to claim from Customer compensation for any further damages including but not limited to collection agency or legal fees. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between ProtiFi and Customer shall be paid by Customer in addition to the prices quoted or invoiced. In the event ProtiFi is required to pay any such tax, fee or charge, Customer shall reimburse ProtiFi therefore; or, in lieu of such payment, Customer shall provide ProtiFi at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. Product prices are in US dollars unless otherwise stated and are subject to change. Shipment will be made promptly even if prices have been nominally increased. Price reductions will be automatically applied to your invoice.

Compliance with laws, regulations

ProtiFi certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.

Notices

All notices or other communications to be given under or in connection with the Agreement shall be made in writing and in English, and shall be delivered by postal mail, by courier or by email to ProtiFi, LLC, PO Box 176 Fairport NY 14450, Email: info@ProtiFi.com (for ProtiFi) or the user account information provided by Customer or to any substitute address as the Party may notify to the other in accordance with the above by not less than five business days' notice. Any notice to be given hereunder shall be given prior to the expiry of a term or deadline set forth in this Agreement or by applicable law. All notices, communications, documents or other information shall be effective only if received by the Party to whom it is addressed irrespective of whether received prior to or after the expiry of such term or deadline (provided that the notice was timely and duly given in accordance with this Agreement).

Trademarks

Tryp-N, S-Trap, S-Trap Turbo, Si-Trap, SimpliFi and ProtiFi and their respective logos (including and not limited to “Bringing precision omics to life,” “Innovative omics solutions”) are trademarks of ProtiFi, LLC and may not be used without the express written permission of ProtiFi. All other brands, product names, company names, trademarks, and service marks are the properties of their respective owners.

Origin

ProtiFi Products are manufactured and developed in the United States of America.

Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of New York of the United States applicable therein, without regard to any choice of law principles. This Agreement may not be assigned or transferred by either Party without the other Party’s prior written consent. Customer hereby irrevocably attorns and submits to the exclusive jurisdiction of the courts of New York State. If any provision of this Agreement shall be held, considered or become invalid, unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions. Both Parties agree to replace the invalid provision with a valid provision, which most closely approximates to the commercial objective of the Parties. The same applies to eventual loopholes in this Agreement. No failure to exercise, nor any delay in exercising, on the part of ProtiFi, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further exercise thereof or the exercise of any other right or remedy. The waiver by ProtiFi of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. ProtiFi’s failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of ProtiFi’s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies ProtiFi may have at law or in equity. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. Other than as expressly set forth in this Agreement, no person other than the Parties shall have any rights or benefits under this Agreement, and nothing in this Agreement is intended to confer on any person other than the Parties any rights, benefits or remedies.

Copyright Notice

© 2022 ProtiFi, LLC. All rights reserved. This document and all other ProtiFi materials may not be reproduced, distributed, modified or publicly displayed without the express written permission of ProtiFi, LLC.