Welcome to Molekule Inc. (“Molekule”)’s website located at https://www.molekule.com/ (the “Site”). Please read these Terms and Conditions (the “Terms”) carefully because they govern your use of our Site and our mobile application (the “App”), and the purchase and use of our products available on our Site or App (the “Products”). To make these Terms easier to read, the Site, the Products and the App are collectively called the “Services”. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use any of our Services.
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services or if you purchase our Products after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services or purchase any Products anymore. Because our Products are still being developed and our Services are evolving over time, we may change or discontinue all or any part of the Services (including our Products), at any time and without notice, at our sole discretion.
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION “SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND Molekule WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
You may order Products and use the Services only if you are 18 years or older and capable of forming a binding contract with Molekule and are not barred from using the Services under applicable law. If you want to purchase the Products and use certain features of the Services you’ll have to create an account (“Account”). You can do this via the Site, the App or through your account with certain third-party social networking services such as Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you are responsible for updating such information, as needed, to keep it accurate, complete and up-to-date. You’re responsible for all activities that occur under your Account, whether or not you know about them.
You can purchase our Products via our Site. We provide a link in the payment section of our Site (“Payment Page”) to Celery, a third party vendor, which will process your payment using Stripe. When you click “Pre-order now”, your payment information will be handled by an independent third party service provider, Stripe, which operates under separate Terms and Conditions with respect to your online payment transaction. You understand that the purchase is towards a pre-order and you are paying the entire purchase price towards the Product upfront, authorizing our payment processing partner to charge you for the full purchase price of the Product.
We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. You will be charged at the time you place your order, not when your order is shipped. Some situations that may result in your order being canceled include limitations on quantities available for purchase, inaccuracies or errors in our Products or pricing information, or problems identified by our credit and fraud avoidance department. We will contact you if all or any portion of your order is canceled. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge.
Delivery of Products
By placing an order for our Products, you are acknowledging and agreeing to support a new product that hasn’t yet been fully developed. You understand that the Products are under development, and numerous technical, financial, and practical obstacles may interfere with their delivery to you. We will use reasonable commercial efforts to deliver the products within the timelines estimated in the Order form. You understand that all scheduled shipment dates and estimated shipment dates are estimates only. We’ll make reasonable efforts to meet the scheduled shipment dates, but in no event will we be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
In case of any unforeseen delay, Molekule will keep you updated and communicate progress using the email address associated with your Account. In the event of inconvenience due to any unforeseen delay in the timeline, please inform us at [email protected] and we will make reasonable efforts to resolve your issue.
Refund & Cancellation Policy
You have 30 days from placing your order to request a refund. After that point, if you change your mind about your support for our Product, we may not provide you a refund; however, we will consider in good faith any special circumstances that may exist.
Ownership of the Services
All contents of the Services, including without limitation, the text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available on or through the Services are collectively referred to as “Content”. The Services and Content, and all associated intellectual property rights are the sole and exclusive property of Molekule and/or its licensors, and may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by Molekule. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in App Granted by Molekule
Subject to your compliance with these Terms, Molekule grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Molekule reserves all rights in and to the App not expressly granted to you under these Terms.
Rights in Content Granted by Molekule
Subject to your compliance with these Terms, Molekule grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
You agree not to do any of the following:
Use, display, mirror or frame the Services or any individual element within the Services, Molekule’s name, any Molekule trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Molekule’s express written consent;
Access, tamper with, or use non-public areas of the Services, Molekule’s computer systems, or the technical delivery systems of Molekule’s providers;
Attempt to probe, scan or test the vulnerability of any Molekule system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Molekule or any of Molekule’s providers or any other third party (including another user) to protect the Services or Content;
Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Molekule or other generally available third-party web browsers;
Use any meta tags or other hidden text or metadata utilizing a Molekule trademark, logo URL or product name without Molekule’s express written consent;
Use the Services (including our Products) or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We welcome feedback, comments and suggestions for improvements to our Products and Services (“Feedback”). You can submit Feedback by emailing us at [email protected] You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Molekule may offer certain discounts, promotions and free introductory services (such as initial filter replacement subscription) (collectively, “Deals”) to its customers from time to time. Please note that regardless of any offers of Deals, Molekule reserves the right to change the offer bundle over time without any prior notice. In addition, you acknowledge and understand that Molekule does not provide any warranty or refund/cancellation assurances on any of the Deals. Molekule also reserves the right to amend the service or other policies around any components offered as a free or additional item along with the Product. The Deals are not interchangeable and cannot be traded off for monetary remuneration or in any other way.
Export Policy and Restrictions
You acknowledge that the products and Content which are sold or licensed on the Site, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from our Services, you agree to abide by the applicable laws, rules and regulations - including, but not limited to the Export Administration Act and the Arms Export Control Act - and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any products, you agree that you will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You agree to defend, indemnify and hold Molekule and its officers, directors, employees, agents and affiliates harmless from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.
We may terminate your access to and use of the Services (unless you have purchased a Product, in which case we will ship your Product or refund you the purchase price as indicated above), at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at [email protected]
Molekule warrants that for a period of one year from shipment, the Product will be free from defects in materials and workmanship under normal use in accordance with the documentation provided with the Product. In the event of a defect, contact Molekule [email protected] return instructions. Molekule’s sole obligation under this warranty will be at its option to repair or replace the Product and the replaced product will have warranty for the remaining period of the original warranty. This warranty does not apply to Products damaged by misuse, accident, or normal wear and tear. The Product is not designed for or warranted against damage from use in areas subject to extreme temperature, excessive moisture, or other inherently hazardous environments. ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED TO THE DURATION OF THIS WARRANTY. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SET FORTH ABOVE, MOLEKULE DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. Some jurisdictions do not allow limitations on how long an implied warranty lasts so the above limitations may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary by jurisdiction.
Medical Advice Disclaimer
THE PRODUCTS ARE NOT INTENDED FOR USE IN THE TREATMENT OR MANAGEMENT OF ANY DISEASES OR CONDITIONS, AND SHOULD IN NO WAY BE CONSIDERED A REPLACEMENT FOR MEDICAL ADVICE AND ACTION IN ORDER TO CURE, TREAT, OR PREVENT DISEASES OF ANY NATURE.
Please seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. Molekule does not recommend or endorse any specific physicians, procedures, products (including our Products), opinions or other information that may be included on the Site; the same are only for informational purposes. Reliance on any information appearing on the Site, whether provided by Molekule, its content providers, the visitors to the Site or others, is solely at your own risk.
Limitation of Liability
NEITHER MOLEKULE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, PRODUCTS OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, PRODUCTS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MOLEKULE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
In no event will Molekule’S total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the ServiceS or PRODUCTS EXCEED THE AMOUNTS YOU HAVE PAID TO MOLEKULE FOR USE OF THE SERVICES OR PRODUCTS GIVING RISE TO THE LIABILITY.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Molekule agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Molekule with written notice of your desire to do so by email or regular mail at 1184 Harrison St. San Francisco, CA 94103 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Molekule with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Molekule with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Molekule with an Arbitration Opt-out Notice, you acknowledge and agree that you and Molekule are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Molekule otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Molekule otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Molekule submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Molekule will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Molekule will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Molekule changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to www.Molekule.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Molekule’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Molekule in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Molekule and you regarding the Services (including Products and Deals) and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Molekule and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Molekule’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Molekule may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Molekule under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Molekule’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Molekule. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Molekule at [email protected], 1184 Harrison St. San Francisco, CA 94103.