The application and services located at and accessible via the Website are a private alpha / private beta project currently referred to internally and for the purposes of conducting such private alpha and private beta activities as “GeoSeeq” or “Project GeoSeeq.”
For the purposes of these Terms, GeoSeeq will variously be referred to as the “Portal” when referring to the application and other offerings accessible via this Website and the “Services” when referring to the Portal together with the methodologies, processes, and other online and offline providing in connection with accessing and using the Portal including, without limitation, both human-based resources and computing, storage and other machine-based resources made available by Biotia, as well as any and all sought after results, proceeds and products resulting from the use of, or are supported by, the Portal. For avoidance of doubt, references to the term “Services” are inclusive of the Portal without limitation.
Note that these Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of disputes or claims in connection with these Terms or the Services.
YOU AGREE TO BE BOUND BY THESE TERMS WHEN YOU ACCESS AND CONTINUE TO ACCESS OR USE THE PORTAL AND/OR ANY OF THE SERVICES VIA THE WEBSITE. IF YOU DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. IN CERTAIN CONTEXTS OR FROM TIME TO TIME, YOU MAY BE REQUIRED TO CLICK “I AGREE” AND/OR SIMILARLY INDICATE YOUR AGREEMENT
1. Description of the Portal.
Biotia is providing the Portal to you to conduct software analysis of your Data (as defined below) and otherwise utilize the features and functionality of the Portal for experimental research purposes on a private alpha and private beta testing basis. The Portal is not currently designed for, nor can the results support, uses for public health, epidemiological, healthcare or other decision-making, strategy, policy-making, planning, diagnostic or commercial uses or any other uses of a similar nature. To be clear, the Portal and other Services and any results thereof may not be used to independently diagnose, prevent, treat or set health care or other public policy in relation to any condition or disease or to ascertain the state of public health. You are solely responsible for evaluating the information obtained from the Portal and other Services and for your use or misuse of such information. You agree that you will be solely responsible for your compliance with all laws and standards of professional practice applicable to you.
2. Authorized Use.
- You warrant and covenant that you are and will be using the Portal and other Services (including as to uploading or submitting Data) in accordance with these Terms and any accompanying documentation and any and all guidance provided by Biotia, and you will be, and hereby agree to be, subject to any and all restrictions, limitations, exclusions, protocols, processes, etc. that are prescribed by Biotia at any time during your usage of the Portal or other Services.
- You will not, and will not permit others to, use the Portal or any other Service for any purpose that is unlawful or prohibited by these Terms. You agree that you will not perform, permit, or allow any abuse or fraudulent or unlawful use of the Portal or any other Service, and you agree to take all commercially reasonable steps necessary to control and prevent any abuse or fraudulent or unlawful use of the Portal or other Services.
- During and with a reasonable period following the conclusion of the Evaluation Period, you will make yourself available to Biotia (or its partners, co-owners or licensors) to provide any assessments or feedback based on your evaluation of the Portal and/or other Services, including both positive and negative feedback. You agreed to notify Biotia of all feedback including without limitation any problems with, or ideas for enhancements of, the Portal or other Services that come to your attention during your alpha or beta testing, and agree to grant, and hereby grant to, Biotia a non-exclusive, worldwide, royalty-free, freely transferable right and license, including the right to sublicense through successive tiers, to use any and all such feedback and to make derivative works therefrom and thereof. Evaluator understands that the Portal or other Services may have defects and errors and may produce unexpected results.
- Biotia and its partners, co-owners, licensors, suppliers and others may disclose high level results about the evaluations and alpha / beta usages of the Portal or other Services for use in publication, promotional, reporting, technical and other papers, case studies, or other purposes including in connection with subsequent developments or projects; provided that, without your prior consent, none of your Data will be disclosed in a way that can reasonably be expected to identify you as the source of such Data without your involvement or consent. In addition, you agree that Biotia and its partners and co-owners may include your name and logo as a partner on its or their websites or other promotional efforts and may issue a press release regarding the parties’ relationship, provided that such press release shall be subject to your prior approval, not to be unreasonably withheld.
- This Agreement may be terminated at any time upon cessation of the Portal and other Services; Biotia may terminate and cease to provide the Portal or any Service at any time, with or without notice, in its sole discretion. Any period during which you do or may have use or access to the Portal or other Services will be referred to as the “Evaluation Period.”
3. Alpha – Beta Release; Limitation on Liability.
This Portal and the other Services constitute offerings released and provided on an private alpha or private beta basis, and do not constitute product or service offerings at a level of performance of a commercially available or other publicly released offering. Biotia may add features to or delete features from the Portal and/or other Services at any time, without notice to you. The Portal and Services may not operate correctly and may be substantially modified prior to first release, or at Biotia’s option may not be continued, may cease to be offered, or may not be modified or released in any other version in the future. Biotia does not (and, to be clear, none of Biotia’s partners, licensors, co-owners, suppliers and others with which Biotia has privity or contribute to the provision of the Portal and Services) assume any liability for any actions taken, including any further use or disclosure of information, by persons to whom you have provided access to results and/or other information derived from your use of the Portal or other Services. You agree that you will defend, indemnify and hold harmless, and pay and reimburse, Biotia and any and all of Biotia’s partners, licensors, co-owners, suppliers and others with which Biotia has privity and contribute to the provision of the Portal and Services from and against any and all actions, claims, or damages (including attorneys’ fees and costs) resulting from or arising out of any use or misuse of the Portal and/or other Services, or any use or disclosure of results and/or other information accessed or derived thereby.
Your access to the Portal shall be made via a unique username assigned by Biotia in combination with a password. You must keep these credentials strictly confidential, and you will not permit the use of your credentials by any third parties. You hereby expressly and solely assume the risk of any unauthorized disclosure or intentional intrusion arising from your failure to follow these Terms and/or industry standard security practices with respect to your use of this Portal.
5. Data Privacy.
You agree that you will only access information to the extent you have permission or legal authority to do so. You further agree that you will not use, disclose, reproduce, distribute, share, display, and/or transmit any information or Data (including without limitation uploading or submitting any personal health information or similar Data) in a way that infringes the privacy or other rights of another person or may violate law. You warrant, represent and agree that you will at all times comply with all laws, statutes, regulations, ordinances, or restrictions of any governing body or governmental entity, whether state, federal or otherwise, currently existing or hereafter enacted, which governs, controls, restricts or is otherwise applicable to the receipt, gathering, storage, maintenance, transmission, processing, reporting, disclosure, release or other use of patient information through or in connection with any use of the Portal or other Services.
6. Right to Use Biotia Resources.
By agreeing to these Terms, you confirm that you are at least 18 years of age. You agree to comply with these Terms, all applicable laws, and other applicable Biotia terms and conditions, policies, practices, and notices provided or referenced herein at all times when using the Portal or other Services or otherwise. Biotia retains the right to block or otherwise prevent delivery of any type of email or other communication to or from Biotia or access to or use of the Portal or any other Services, as part of our efforts to protect Biotia resources, or to stop you from any actual or alleged breaches of these Terms or any laws.
7. Proprietary Rights.
The Portal, Services and/or other resources and the contents of each are protected by intellectual property laws and you are granted only a limited right to remotely access and use the same. Other than with respect to your Data, these Terms do not grant you any rights in connection with any copyrighted materials, trademarks or service marks, or any other intellectual proprietary rights with respect to any resources or their contents in respect of your use of the Portal or other Services, all of which are owned by Biotia or its partners, co-owners, licensors, suppliers and/or others.
"Data" includes all information, files, or data uploaded to, provided to, stored on, created within, created as a result of use of the Portal, mobile application or otherwise, or any Biotia Services, including without limitation, any genomic information generated by sequencing instruments and further analysis or processing conducted on such information. The Portal is in private alpha / private beta testing phase. You retain all of your ownership rights in your Data. However, by using the Portal or other Services, you agree that Biotia may use the Data in connection with development, operation and provision of such Portal and such Services and related products and services, and you hereby grant to Biotia (including to its partners, co-owners, licensors, suppliers or others) a perpetual, irrevocable, world-wide, non-exclusive, sublicensable, transferrable (without a separate approval), fully- paid, royalty-free license to use the Data as provided in this Section and to create derivative works thereof and therefrom. You agree that Biotia may use the Data in connection with the Portal and related products and Services, as well as use, develop, copy, and create derivative works from your Data in providing the Services to its other customers and to improve the Services and develop new services. Biotia may also provide access to your Data to customers, provided that if Biotia shall provide access to your Data, Biotia shall anonymize your Data and include your Data with the data of other customers such that the origin of such Data is not, to the knowledge of Biotia, ascertainable.
10. No Warranty; Limitation of Liability.
THE SERVICES INCLUDING WITHOUT LIMITATION ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, DATA AND PORTAL INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE OR OTHERWISE VIA BIOTIA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. BIOTIA AND ITS PARTNERS, CO-OWNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES. This license to use the Data will survive and/or transfer in the event of a change in control of Biotia or any of its partners, co-owners, licensors, suppliers and licensees. A change in control includes (i) a change in ownership, (ii) a merger, (iii) a change in the effective control, or (iv) a change in ownership of substantial portion of assets. TO THE SERVICES INCLUDING WITHOUT LIMITATION ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, DATA AND PORTAL INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE OR OTHERWISE VIA BIOTIA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. ACCESS TO THE SERVICES MAY BE INTERRUPTED AND THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, DATA AND PORTAL INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE OR OTHERWISE VIA BIOTIA MAY NOT BE ERROR-FREE. NONE OF BIOTIA, ITS PARTNERS, CO-OWNERS, LICENSORS, SUPPLIERS AND LICENSEES, NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, DATA AND/OR PORTAL INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE OR OTHERWISE VIA BIOTIA WARRANTS THAT THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, DATA, TOOLS, AND SERVICES SO INCLUDED IN OR SO MADE AVAILABLE ARE ACCURATE, RELIABLE, COMPLETE, USEFUL, OR CORRECT; THAT THE PORTAL OR OTHER SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT ANY ASPECT OF THE PORTAL OR OTHER SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES. Additionally, Biotia makes no representations of any kind, expressed or implied: (i) regarding the safety, accuracy, or efficacy of the Services, or the information stored on the Portal, mobile application or otherwise; (ii) that the Services will operate in a manner that is uninterrupted or error-free, or (iii) regarding any other subject matter of these Terms. You acknowledge that any claims related to the establishment or performance of the Services shall be brought to the attention of Biotia. UNDER NO CIRCUMSTANCES SHALL BIOTIA NOR ANY OF ITS PARTNERS, CO-OWNERS, LICENSORS, SUPPLIERS AND LICENSEES, NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, TOOLS, DATA, AND PORTAL INCLUDED IN OR AVAILABLE THROUGH WEBSITE OR OTHERWISE VIA BIOTIA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.
11. Liability Release; Indemnification.
You hereby expressly release Biotia and agree to defend, indemnify and hold harmless, and pay and reimburse, Biotia and its partners, co-owners, licensors, suppliers and licensees from any and all claims, including any and all claims for property damage, personal injuries and/or consequential, punitive or other damages which arise, or are alleged to have arisen, in connection with the use, operation or functioning of the Portal and/or other Services.
12. Term and Termination.
Either party may terminate these Terms or the Evaluation Period at any time. You understand that you are solely responsible for backing up any and all data (including the Data) that you upload or submit to the Portal, and that upon termination, you must immediately discontinue use of the Portal and all other Services. This section of the Terms, as well as any other provisions that should by their context survive, shall survive termination of these Terms for whatever reason.
13. Arbitration and Class Action Waiver.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH BIOTIA ARISING IN CONNECTION WITH THESE TERMS OR THE SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. YOU AND BIOTIA AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE CONSUMER ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ARBITRATION USES A SINGLE, NEUTRAL ARBITRATOR TO DECIDE A DISPUTE (INSTEAD OF A JUDGE OR JURY); ARBITRATION ALLOWS FOR MORE LIMITED DISCOVERY THAN IN A COURT CASE; AND THE ARBITRATION PROCESS AND RESULT IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. IN AN ARBITRATION YOU HAVE THE RIGHT, AT YOUR EXPENSE, TO BE REPRESENTED BY AN ATTORNEY OF YOUR CHOOSING. ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF UNDER THESE TERMS THAT A COURT CAN AWARD UNDER THESE TERMS. YOU AND BIOTIA AGREE THAT ANY IN-PERSON ARBITRAL HEARING WOULD OCCUR IN THE UNITED STATES IN KINGS COUNTY, NEW YORK. BIOTIA FURTHER AGREES THAT YOUR FILING FEE FOR AN ARBITRATION WILL BE CAPPED AT THE AMOUNT SET BY THE AMERICAN ARBITRATION ASSOCIATION. YOU AGREE THAT, BY AGREEING TO THESE TERMS, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION, AND THAT YOU AND BIOTIA ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS AND THE TERMINATION OF YOUR USE OF THE SERVICES. REGARDLESS OF THE FORUM, YOU AND BIOTIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, THE ARBITRATOR MAY NOT JOIN OR CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
14. Entire Agreement.
Effective Date of Notice: November 17, 2022