Please review these Terms and Conditions before purchasing any License. By completing a purchase, you agree to be bound by these Terms and Conditions and further agree that your License, and your use of the Licensed Product, shall be governed by these Terms and Conditions. TERMS OF USE  PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE LICENSING ANY PRODUCT! Unless expressly agreed to in writing by Silicene, all Licenses offered through the Silicene Website are governed by the following Terms and Conditions. By purchasing a License from Silicene, You agree to be bound by these Terms and Conditions. Any use of a Licensed Product not permitted in these Terms and Conditions is expressly prohibited, and may result in termination of your License. NO REFUNDS OR RETURNS are available for any Licenses purchased from Silicene. ALL License Fee payments are FINAL and NON-REFUNDABLE under any circumstances. Definitions: In these Terms and Conditions and the Privacy Policy, unless the context indicates otherwise, capitalized terms shall have the following meanings:

  • “Application” means information submitted to Silicene by a Client when completing an Online User Registration for the purchase of a License, including the identification of the Authorized User associated with such License and the Licensed Product for which such License is purchased.
  • “Authorized User” means the specific individual named in an Application for whom access to and use of a Licensed Product is authorized by the purchase of a License, and whom agrees that his or her use of the Licensed Product shall be governed by these Terms and Conditions.
  • “Client” means the person or entity who purchases a License by completing an Online User Registration.
  • “Content” means each element of information, text, statistics, data, material, graphics and software contained in the Licensed Product and the Silicene Website.
  • “License” means a non-transferable and non-exclusive right for an Authorized User to access and make personal use, in accordance with these Terms and Conditions, of a single copy of the Licensed Product for which an Online User Registration is submitted.
  • “License Fee” means the payment made by Client to Silicene when completing an Online User Registration as consideration for a License authorizing use of a Licensed Product.
  • “Licensed Product(s)” means the information report(s) created and published by Silicene specified on the Application completed by Client, for the License of which an Online User Registration is submitted by Client to Silicene.
  • “Online User Registration” means the purchase of a License on the Silicene Website whereby a Client submits a completed Application and pays a License Fee to Silicene, in exchange for which the Client receives a License authorizing access to and use of the Licensed Product by the Authorized User identified on the Application.
  • “Silicene” means Silicene Labs, LLC, 127 Post Road East, Westport, Connecticut, 06880.
  • “Silicene Website” means the website at the URL www.silicenelabs.com and includes all information, text, statistics, data, material, graphics and software contained within that website and its subfolders.
  • “Terms and Conditions” means the conditions of use of a Licensed Product authorized by a License, set forth in this document.
  • “You” encompasses a Client who purchases a License as well as an Authorized User identified by such Client in an Application submitted with an Online User Registration.

1. License 1.1 In consideration of completion of an Online User Registration (including the payment of a License Fee), Silicene grants to the Client, and the Client accepts from Silicene, a non-transferable, non-exclusive License authorizing the Authorized User to access and use the Licensed Product identified in the Online User Registration for personal use only in accordance with these Terms And Conditions. 1.2 A License authorizes possession and personal use of a single copy of the Licensed Product by the Authorized User only, in strict accordance with these Terms and Conditions. 1.3 A License shall be effective upon receipt of a License Fee by Silicene’s third-party payment processor, at which time the Authorized User identified in the Application in connection with which such License Fee was paid shall be authorized to access and make personal use of the Licensed Product in accordance with these Terms and Conditions. 1.4 When completing an Application, the Client must provide Silicene with the name, address, email address, and phone number of the person for whom the right to access and use the Licensed Product is being obtained through purchase of a License. The individual whose name, address, email address, and phone number is identified in an Application shall be the Authorized User who is authorized to access and use the Licensed Product in accordance with these Terms and Conditions by purchase of the License for which such Application was submitted. Access to or use of the Licensed Product, any portion thereof, or any Content contained therein, by any person other than the Authorized User whose name, address, email address and phone number is identified in the Application submitted in connection with the Online User Registration for such License is strictly prohibited. 1.5 When completing an Online User Registration, the Client shall be instructed to create a password. The Client is responsible for keeping the password secret and secure. 1.6 You shall refrain from any disclosure, duplication, distribution, reproduction and/or display of the Licensed Product and all Content contained therein that is prohibited and/or not expressly authorized in these Terms and Conditions. 1.7 You shall take all necessary precautions to ensure that no persons who are not Authorized Users have access to the Licensed Product, any portion thereof, or any Content contained therein, and to refrain from unauthorized disclosure, duplication, distribution, reproduction or display of the Licensed Product, any portion thereof, and all Content contained therein.   2. Restrictions on Use of Licensed Products UNLESS EXPRESSLY AGREED TO IN A SIGNED WRITING BY SILICENE, THE FOLLOWING RESTRICTIONS AND CONDITIONS APPLY TO ALL LICENSES GRANTED BY SILICENE. ANY USE OF A LICENSED PRODUCT THAT IS RESTRICTED OR PROHIBITED HEREUNDER SHALL CONSTITUTE A MATERIAL BREACH OF THESE TERMS AND CONDITIONS, AND MAY RESULT IN TERMINATION OF THE LICENSE BY SILICENE IN ACCORDANCE WITH PARAGRAPH 4.2 BELOW. 2.1 Any external reproduction and/or usage in any form or manner of the Licensed Product, any portion thereof, and any Content contained therein, is expressly prohibited without Silicene’s advance express written permission. For purposes of this provision, external reproduction and/or usage covers, without limitation, copying, distributing, sub-licensing, leasing, selling, or offering for sale the Licensed Product, any portion thereof, and any Content contained therein, as well as any public display thereof, including, without limitation, advertising, press releases, media alerts, promotional materials, web sites, bulletin board postings, online services, and external presentations. 2.2 You may not provide access to the Licensed Product, any portion thereof, and/or any Content contained therein to any other person or entity, make any reproduction or copy of the Licensed Product, any part thereof, or any Content contained therein whatsoever (including, but not limited to, copies made for internal use only), sell, re-sell, or distribute the Licensed Product, any portion thereof, or any Content contained therein, to any other person or entity, or publicly displaying the Licensed Product, any portion thereof, or any Content contained therein, in any manner. 2.3 You may not store copies of the Licensed Product or any portion thereof on any computer, hard drive, server or network where such copies can be accessed by any persons who are not Authorized Users.   3. License Fee Payment 3.1 NO REFUNDS OR RETURNS. No refunds or returns are available for any Licenses purchased through this web site. All License Fee payments are final, and non-refundable under any circumstances. 3.2 Access to and use of any Licensed Product and all Content contained therein is prohibited until receipt of a License Fee payment by Silicene’s third-party payment processor. 3.3 Silicene reserves the right to review and change the License Fee for any Licensed Product at any time in its sole discretion.   4. Terms and Termination 4.1 All Licenses shall commence on the date of receipt of the Licensee Fee by Silicene’s third-party payment processor, and continue in force unless and until terminated for grounds set forth in paragraph 4.2 below. 4.2 Silicene may immediately terminate a License if a Client or an Authorized User identified in an Application completed by such Client commits a material breach of these Terms and Conditions (including, without limitation, any use of the Licensed Product by any person other than an Authorized User or any other use of the Licensed Product prohibited or not expressly authorized by these Terms and Conditions), by giving to the Client written notice of termination. 4.3 Upon termination of a License by Silicene in accordance with Paragraph 4.2 above, the Client and the Authorized User identified in the Application submitted by such Client for such License must immediately and permanently cease use of the Licensed Product for any purpose, must destroy all copies (physical and electronic) of any Licensed Product in the possession, power or custody of the Client or the Authorized User identified in the Application completed by such Client for such License, and must notify Silicene that it has completed the foregoing within five (5) business days of Silicene’s issuance of notice of termination to Client. 4.4 Client acknowledges and agrees that it shall not be entitled to any refund or return of a License Fee or any portion thereof in the event of termination of a License by Silicene in accordance with Paragraph 4.2 above. 4.5 All clauses set forth in these Terms and Conditions that could reasonably be construed as surviving the termination of the License, including but not limited to those set forth in Sections 1, 2, 5, 6, 7, 8, 9, 10, and 11, shall survive termination of the License. 4.6 Termination of the License will not prejudice or otherwise affect any rights and obligations of the parties expressed in these Terms and Conditions to survive termination of the License, nor will it prejudice or otherwise affect any right or remedy one party has against another party in respect of any breach of these Terms and Conditions before termination, but will terminate all other rights and obligations of the parties under these Terms and Conditions.   5. Intellectual Property 5.1 You acknowledge and agree that the Licensed Product and all Content contained therein are and will remain the property of Silicene. 5.2 Neither the Client nor the Authorized User has any License, right, or authorization to use any trade mark, service mark, or trade dress displayed in the Licensed Product without the express written permission of Silicene. 5.3 Silicene’s intellectual property rights in and to the Licensed Products and all Content contained therein are protected by United States and international copyright and trademark laws, and You acknowledge and agree that You are not authorized to reproduce, copy, republish, upload to a third party, or distribute, the Licensed Product, any portion thereof, or any Content contained therein, except in accordance with these Terms and Conditions. 5.4 Silicene, Silicene Labs, Road Heat Map, 2D Materials Briefing Book, 2D Materials Composite Index, Pyramid Waves and 2D NanoTubes, are trademarks and service marks of Silicene Labs, LLC. Any use thereof without the prior written authorization of Silicene is expressly prohibited.   6. Disclaimer of Warranties 6.1 The Silicene Website, Licensed Products, and all Content, materials, information, and services, provided on and through the Silicene Website and/or Licensed Products, are provided on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis. Although Silicene Labs endeavors to provide information that is accurate and complete, Silicene Labs makes no other representations, warranties, or endorsements of any kind whatsoever, express or implied, relating to the Silicene Website, any Licensed Product, any Content contained therein, or any other information provided by Silicene, and expressly disclaims any and all warranties, including, but not limited to, any warranty or representation as to merchantability, fitness for any particular purpose, accuracy and/or completeness, non-infringement, title, custom, trade, quiet enjoyment, system integration, or freedom from computer virus, as to the Silicene Website, any Licensed Product, any Content contained therein, or any other information provided by Silicene. Client acknowledges and accepts this disclaimer. 6.2 Silicene does not represent or warrant that the Silicene Website, the Licensed Product, or any other product or service offered by Silicene through the Silicene Website, will be error-free or uninterrupted; that defects will be corrected; or that the service or the service that makes the product or service available is free from any harmful components, including, without limitation, viruses. Silicene makes no representation or warranty concerning (a) the safety or efficacy of the transmission or service providers used by the Client or Authorized User in accessing the Licensed Product, (b) the reliability, quality or availability of the Licensed Product through the Internet, (c) the absence of viruses or other contaminating or destructive properties in the software used by the Client or Authorized User to access or use the Licensed Product, or (d) the accuracy and safety of any reference in the Licensed Product to a website operated by a third party including any hyperlink used to gain access to such website. Silicene does not make any representations or warranties that the information (including, without limitation, any instructions) on the Silicene Website, the Licensed Product, or any other product or service offered by Silicene through the Silicene Website, is accurate, complete, or useful. Client acknowledges and agrees that its use, and use by the Authorized User identified in the Application submitted by Client, of the Silicene Website and the Licensed Product is at Client’s sole risk. Silicene does not warrant that use of the Silicene Website and/or the Licensed Product is lawful in any particular jurisdiction, and Silicene specifically disclaims such warranties. 6.3 Some jurisdictions limit or do not allow the disclaimer of implied or other warranties, so the above disclaimer may not apply to you to the extent such jurisdiction’s law is applicable to you and these Terms and Conditions. By its access or use of the Silicene Website and/or the Licensed Product, and/or by access or use of the Licensed Product by the Authorized User identified in the Application submitted by Client, Client represents and warrants that its activities and the activities of such Authorized User are lawful in every jurisdiction where the Silicene Website and/or the Licensed Product is accessed or used.   7. Limitation of Liability, Waive; 7.1 Under no circumstances will Silicene be liable for any loss or damages of any kind (including, without limitation, for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to: (A) the Silicene Website; (B) the Licensed Product; (C) the use of, inability to use, or performance of services or products offered through the Silicene Website (including, without limitation, Licensed Products); (D) any action taken in connection with an investigation by Silicene or law enforcement authorities regard any use of the Silicene Website or the Licensed product; (E) any action taken in connection with copyright or other intellectual property owners; (F) any errors or omissions in the use and/or operation of the Silicene Website or the Licensed Product; or (G) any damage to any Client’s or Authorized User’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if Silicene had been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of God, telecommunications failure, or theft or destruction). 7.2 Some jurisdictions do not allow the exclusion or limitation of incidental and consequential damages, so the above limitation or exclusion may not apply to you to the extent such jurisdiction’s law is applicable to you and these Terms and Conditions. In no event will Silicene’s total liability for all damages, losses, or causes of action to a Client, or to the Authorized User identified in the Application submitted by such Client, exceed the License Fee paid by such Client. 7.3 Silicene’s total liability to the Client or any other person for breach of any of these Terms and Conditions or in tort (including negligence) or otherwise under or in connection with these Terms and Conditions or access to or use of the Silicene Website or the Licensed Product: (a) will not exceed the License Fee; and (b) will exclude any and all liability for indirect, consequential or incidental loss or special or punitive damages. 7.4 You agree that in the event you incur any damages, losses or injuries that arise out of Silicene’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to injunctive relief, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any web site, property, product, service, or other content owned or controlled by Silicene. 7.5 By accessing and using the Silicene Website and/or the Licensed Product, you understand that you may be waiving rights with respect to claims that are at this time unknown or unspecified, and in accordance with such waiver, you acknowledge that you understand, and hereby expressly waive, the benefits of any Connecticut statute, and any similar law of any state or territory, under which a general release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him would materially affect his settlement with the debtor. 7.6 Silicene is not responsible for the actions, content, information, or data of third parties, and you release us, our director, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.   8. Indemnification 8.1 Client shall indemnify, hold harmless, and defend Silicene from and against any and all losses, claims, damages or liabilities (including reasonable attorney’s fees and costs) arising out of or relating to a breach of the Client’s obligations contained in these Terms and Conditions (including, without limitation, any breach by an Authorized User identified in the Application submitted by such Client), all of which shall survive the term of the License purchased by the Client unless specified to the contrary in writing.   9. Arbitration 9.1 You agree that all disputes between You and Silicene (whether or not such dispute involves a third party) with regard to your relationship with Silicene, including without limitation disputes related to these Terms and Conditions, use of the Silicene Website, use of the Licensed Product, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration held in Stamford, Connecticut under the American Arbitration Association’s rules for arbitration of consumer-related disputes, and you and Silicene hereby expressly waive trial by jury. 9.2 Neither You nor Silicene shall participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another Client or Authorized User, if Silicene is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Silicene or You can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms and Conditions. 9.3 If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. 9.4 This arbitration agreement will survive the termination of Your relationship with Silicene.   10. Governing Law and Venue 10.1 These Terms and Conditions are governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to any principles of conflicts of law, AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms and Conditions you agree to resolve any dispute you have with Silicene Labs, LLC exclusively in a state or federal court located in Connecticut, and to submit to the personal jurisdiction of the courts located in Connecticut for the purpose of litigating all such disputes. 10.2 If any provision of these Terms and Conditions is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions. Silicene’s failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provision or right. No waiver of any of these Terms and Conditions will be deemed a further or continuing waiver of such term or condition or any other term or condition. Silicene reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Silicene.   11. General Provisions 11.1 You agree that any claim you may have arising out of or related to your relationship with Silicene must be filed within one year after such claim arose; otherwise, such claim is permanently barred. 11.2 You may not assign any rights under these Terms and Conditions or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Silicene. Any purported assignment or delegation without the appropriate prior written consent of Silicene will be null and void. Silicene may assign these Terms and Conditions or any rights hereunder without your consent. 11.3 If any provision of these Terms and Conditions is void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it, but if it cannot be saved by reading down, words must be severed from the provision to the extent they can be to save it, but if that also fails to save it the whole provision must be severed. Severing of a particular provision will not invalidate the remaining provisions nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid, and such remaining provisions shall remain in full force and effect. 11.4 Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. 11.5 These Terms of Use do not confer any third-party beneficiary rights. 11.6 If You are using the Silicene Website and/or the Licensed Product on behalf of a legal entity, You represent that You are authorized to enter into an agreement on behalf of that legal entity. 11.7 Except to the extent that a Tax is expressly stated on a License Fee to be added to or included in an amount payable: (a) All amounts payable to Silicene under these Terms and Conditions have been calculated without regard to any Taxes which may be payable by Silicene in respect of those amounts or the provision of access to or use of the Licensed Product; and (b) Where Silicene is liable to pay any such Tax, it may charge the Client the amount of the Tax, and the Client must pay Silicene that amount on receipt of the Silicene invoice reflecting any such taxes. 11.8 Silicene may send a notice to the Client in connection with these Terms and Conditions by hand-delivery, pre-paid post, facsimile transmission, or email, to the address, fax number or email address which the Client last notified Silicene in writing. A notice so sent to the Client is deemed to be received, if sent by pre-paid post, on the tenth business day after the date of posting or, if sent by facsimile transmission or email, on the next business day after the date the facsimile or email was sent. 11.9 Any violation by Client, its employees or agents, or an Authorized User identified in an Application submitted by such Client, of the covenants of these Terms and Conditions would result in damage to Silicene that is largely intangible but nevertheless real, and that is incapable of complete remedy by an award of damages. Accordingly, any proven violation of these Terms and Conditions shall give Silicene the right to a court-ordered injunction or other appropriate order to specifically enforce the provisions of these Terms and Conditions. In addition to any other relief to which Silicene may be entitled, Client agrees to pay Silicene as damages any reasonable expenses, including but not limited to attorneys’ fees and litigation costs, incurred in obtaining such specific enforcement. 11.10 Silicene reserves the right to change, update or discontinue any aspect of the Silicene Website or the Licensed Product at any time without notice. Client agrees that its continued use of the Silicene Website after any such change, or the continued use of the Licensed Product after any such change by the Authorized User identified on the Application submitted by such Client in connection with its purchase of the License for such Licensed Product, shall constitute its agreement to the Terms and Conditions, as modified. 11.11 Silicene reserves the right, in its sole discretion, to change these Terms and Conditions at any time. Any updates or changes will be prominently displayed, and all versions will reflect a posting date (“Updated Terms”). The Updated Terms will be effective as of the time of posting, and will apply to use of the Licensed Product from that point forward. Client agrees that the continued use of the Licensed Product by the Authorized User identified on the Application completed by such Client in its Online User Registration after the posting date of the Updated Terms shall constitute its agreement to the Updated Terms. These Terms and Conditions will govern any disputes arising before the posting date of the Updated Terms.