Last Updated: September 12, 2022
(b) PLEASE REVIEW THE TOU CAREFULLY. IT IMPOSES BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS. THE TOU REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF THE SITE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU (EACH, A “CLAIM”), AND YOU AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 20 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
(c) You represent and warrant that you are: (i) over 18 years of age or the age of majority in your jurisdiction, whichever is greater, and of legal age to form a binding contract; and (ii) not a person barred from accessing or using the Site under the laws of the applicable jurisdiction in which you reside or from which you access or use the Site.
(b) Form Bio provides access to and use of a platform-as-a-service that provides access to and use of datasets, analytic workflows and algorithms, cloud-computing infrastructure and scientific support to facilitate scientific collaboration and accelerate research and development (collectively, the “Platform”). Access to and use of the Platform is subject to a separate agreement between with Form Bio. You must register for user accounts within the Platform and pay applicable fees for access to and use of the Platform.
(c) You acknowledge and agree that: (i) by accessing or using the Site, Form Bio may receive certain information about you, including personal information, and Form Bio may collect, use, disclose, store and process such information in accordance with the TOU, including any Additional Terms; and (ii) technical processing and transmission of data, including Your Data (defined in Section 9(a)), associated with the Site may require transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
Subject to your compliance with the TOU, including all Additional Terms, in all material respects, Form Bio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and view pages within the Site. All rights granted to you under the TOU may only be exercised by you for your personal, non-commercial use or internal business purposes.
(a) All information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Site, whether publicly posted or privately transmitted (“Data”), are the sole responsibility of the person from whom such Data originated. This means that you, and not Form Bio, are entirely responsible for all Data that you upload, post, email, transmit or otherwise make available through the Site (“Your Data”), and other users of the Site, and not Form Bio, are similarly responsible for all Data they upload, post, email, transmit or otherwise make available through the Site.
(b) Form Bio has no obligation to pre-screen any Data, although Form Bio reserves the right in its sole discretion to pre-screen, refuse or remove any Data. Without limiting the generality of the foregoing sentence, Form Bio shall have the right to remove any Data that violates the TOU.
(c) You represent and warrant that: (i) you have all necessary rights and authority to grant the rights set forth in the TOU with respect to Your Data; and (ii) Your Data does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of another party.
(a) Form Bio does not claim ownership of Your Data. However, you hereby grant Form Bio and its service providers a worldwide, royalty-free, non-exclusive, sublicensable, transferable right and license to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made Your Data (in any form and any medium, whether now known or later developed) in connection with (i) providing you with access to and use of the Site; and (ii) improving the Site.
(b) To the extent you have made any portion of Your Data accessible to others through the Site, Form Bio may continue to make that portion of Your Data accessible to others through the Site even after you have ceased accessing or using the Site.
(c) As between Form Bio and you, Form Bio owns all rights, title and interest (including all intellectual property rights) in the Site, and all improvements, enhancements or modifications thereto, including all Data and other materials therein (except with respect to Your Data). The Site is protected by United States and international copyright, patent, trademark, trade secret and other intellectual property laws and treaties. Form Bio reserves all rights not expressly granted to you.
(d) You acknowledge and agree that Form Bio may collect or generate Aggregate Data (defined below) in connection with providing you with access to and use of the Site, and you hereby grant Form Bio a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable right and license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data (in any form and any medium, whether now known or later developed) for any lawful purpose. “Aggregate Data” means Your Data or any Data generated through your access to or use of the Site that has been aggregated or de-identified in a manner that does not reveal any personal information about you and cannot reasonably be used identify you as the source or subject of such data.
In connection with your access to or use of the Site, you shall not (subject to the limited rights expressly granted to you in Section 5):
(a) upload, post, email, transmit or otherwise make available any Data that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) you are prohibited from making available under any applicable law or contractual or fiduciary obligation, such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement; (iii) infringes any copyright, patent, trademark, trade secret or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy, limit the functionality of, make unauthorized modifications to, or perform any unauthorized actions through any software or hardware; or (vi) consists of information that you know or have reason to know is false or inaccurate;
(b) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Site;
(c) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Site;
(d) remove or obscure any proprietary notice that appears within the Site;
(e) access the Site for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Site or any other products or services offered by Form Bio;
(f) rent, lease, lend, sell or sublicense the Site or otherwise provide access to the Site as part of a service bureau or similar fee-for-service purpose;
(g) impersonate any person or entity, including Form Bio personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(h) forge headers or otherwise manipulate identifiers to disguise the origin of any Data transmitted through the Site;
(i) act in any manner that negatively affects the ability of other users to access or use the Site;
(j) take any action that imposes an unreasonable or disproportionately heavy load on the Site or its infrastructure;
(k) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
(l) frame or utilize any framing technique to enclose the Site or any portion of the Site (including any Data contained within the Site, other than Your Data);
(m) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Site, or substantially download, reproduce or archive any portion of the Site;
(n) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Site; or
(o) violate any applicable local, state, provincial, federal, international or other law or regulation.
If you elect to provide or make available to Form Bio any suggestions, comments, ideas, improvements or other feedback relating to the Site (“Suggestions”), you hereby grant Form Bio a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable right and license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make or have made Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services within or through the Site (each, a “Third-Party Merchant”), including payment for and delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Third-Party Merchant.
Form Bio reserves the right to modify, suspend or discontinue the Site or any product or service to which it connects, with or without notice, and Form Bio shall not be liable to you or to any third party for any such modification, suspension or discontinuance.
You agree that Form Bio shall have no liability for and you shall indemnify, defend and hold Form Bio and its affiliates, and each of their officers, directors, employees, agents, partners, business associates and licensors (collectively, the “Form Bio Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, arising from or relating to: (a) Your Data; (b) your access to or use of the Site; or (c) your violation of the TOU, any law or regulation, or any rights (including intellectual property rights) of another party.
(a) YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FORM BIO PARTIES EXPRESSLY DISCLAIM: (i) ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (ii) ANY LOSS, DAMAGE OR OTHER LIABILITY ARISING FROM OR RELATING TO ANY EXTERNAL MATERIALS OR THIRD-PARTY MERCHANTS, OR ANY OTHER PRODUCTS OR SERVICES NOT PROVIDED BY FORM BIO.
(b) THE FORM BIO PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SITE WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.
(a) THE FORM BIO PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM OR RELATING TO ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE FORM BIO PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE FORM BIO PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE EXCEED $50.
(b) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
(a) If you violate the TOU, all rights granted to you under the TOU will terminate immediately, with or without notice to you.
(b) Upon termination of the TOU for any reason: (i) you must immediately cease accessing or using the Site; (ii) Form Bio may remove and discard Your Data; (iii) any provision that, by its terms, is intended to survive the termination of the TOU will survive such termination; and (iv) all rights granted to you under the TOU will immediately terminate, but all other provisions will survive termination.
The TOU will be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.
(a) ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(b) The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on the arbitrator’s own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration will be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, such hearing will be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
(c) YOU AND FORM BIO EACH: (i) AGREES THAT ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS; AND (ii) EXPRESSLY WAIVES ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 20 REQUIRING BINDING ARBITRATION WILL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND FORM BIO EACH WAIVES ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM WILL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d) Notwithstanding anything to the contrary, you and Form Bio may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 20.
(e) If Form Bio implements any material change to this Section 20, such change will not apply to any Claim for which you provided written notice to Form Bio before the implementation of the change.
You represent and warrant that you are not: (a) located in a country that is subject to a United States Government embargo or designated by the United States Government as a “terrorist supporting” country; and (b) listed on any United States Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
You agree that, except for the Form Bio Parties, there are no third-party beneficiaries to the TOU.
If you believe that your work has been made available through the Site or Platform in a way that constitutes copyright infringement, please provide Form Bio’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Form Bio’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
CALIFORNIA USERS AND RESIDENTS
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, by telephone at (800) 952-5210, or as otherwise set forth at https://www.dca.ca.gov/about_us/contactus.shtml (or a successful URL).
The TOU (together with the Additional Terms) constitutes the entire agreement between you and Form Bio concerning your access to and use of the Site. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Form Bio with respect to such subject matter. In the event of any conflict between the TOU and any Additional Terms, the TOU will take precedence and govern. The TOU may not be amended by you except in a writing executed by you and an authorized representative of Form Bio. For the purposes of the TOU, the words “such as,” “include,” “includes” and “including” will be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOU without the prior written consent of Form Bio. Form Bio may assign or delegate any right or obligation under the TOU without your consent. The failure of Form Bio to exercise or enforce any right or provision of the TOU will not constitute a waiver of such right or provision. If any provision of the TOU is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. Any prevention of or delay in performance by Form Bio hereunder due to any act of god, fire, casualty, flood, war, terrorism, strike, lockout, labor dispute, failure of public utilities, act or order of any governmental entity, epidemic, pandemic, public health crisis, destruction of production facilities, insurrection or any other cause beyond Form Bio’s reasonable control will excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.