Last Updated: October 28, 2017
These Terms of Service ("Terms") apply to your access to and use of the websites, mobile applications and other online services that link to these Terms (collectively, our "Services") provided by Bioz, Inc. ("Bioz", "we", "us", or "our"). BY CLICKING "I ACCEPT", OR BY USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 13, DO NOT ACCESS OR USE OUR SERVICES.
We may make changes to these Terms from time to time. If we make changes, we will provide notice of such changes by posting the amended Terms to our Services and update the "Last Updated" date above. We may also notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice in accordance with this paragraph will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
If you have any questions about these Terms or our Services, please contact us at 316 State Street, Suite 200, Los Altos, CA 94022 or email@example.com.
The Services are intended only for, and may only be accessed and used by, individuals who are 18 years or older. By accessing or using the Services, you represent and warrant that (a) you are at least 18 years old, (b) you have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, and (c) all information you submit is accurate and truthful.
If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person’s or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
2. User Accounts and Account Security
You may need to register for an account, or use your credentials (e.g., username and password) from a third-party social media platform, to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.
4. Terms of Sale - We may offer users the ability to purchase custom-generated reports ("Reports"), with the option of subscribing to any updates to such Reports, all of which we may provide in our sole discretion. The following terms of sale apply to such purchases:
4.1 Pricing and Availability
All prices are shown in U.S. dollars, and taxes are additional. All purchasable products and services, including Reports, are subject to availability, and we reserve the right to impose quantity limits on any order, cancel all or any part of an order, and discontinue any products and services without notice.
4.2 Payment and Billing Information
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third party payment processor) to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. We have no obligation to provide you with the products or services that you order until we receive payment in full. In the event you want to change or update payment information associated with your Bioz account, you can do so at any time by logging into your account and editing your payment information.
You are responsible for all applicable sales and similar taxes on all products and services purchased by you which we determine we have a duty to collect. If an item is subject to any taxes, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.
5. User Content
Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, videos, and other information, content and materials (collectively, "User Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Bioz.
You grant Bioz a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username) will be visible to the public.
You may not create, post, store or share any User Content that violates these Terms or any applicable laws, rules or regulations, or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
6. Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
In no event will you post or otherwise share User Content that is confidential or for which you do not have all necessary rights to disclose. You may not create, post, store, submit or share any User Content that:
• Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Bioz or others to any harm or liability of any type.
In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
7. Limited License; Copyright and Trademark
Our Services, Reports, and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (other than your User Content, collectively, the "Bioz Content") are owned by or licensed to Bioz and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Bioz and our licensors reserve all rights in and to our Services and the Bioz Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Bioz Content for your own personal use; however, such license is subject to these Terms and does not include any right to (a) sell, resell, or commercially use our Services or Bioz Content; (b) copy, reproduce, distribute, publicly perform or publicly display Bioz Content, except as expressly permitted by us or our licensors; (c) modify the Bioz Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Bioz Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Bioz Content other than for their intended purposes. Any use of our Services or Bioz Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Bioz or our products or services, including the Services (collectively, "Feedback"), is non-confidential and will become the sole property of Bioz and you hereby irrevocably assign to Bioz such Feedback without further consideration. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
9. Copyright Complaints
We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Bioz’s Designated Agent.
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Bioz for certain costs and damages.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Bioz, its affiliates and subsidiaries, and each of their respective officers, directors, agents, partners and employees (individually and collectively, the "Bioz Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify the Bioz of any third-party Claims, cooperate with all Bioz Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, reasonable attorneys' fees). You also agree that the Bioz Parties will have control of the defense or settlement, at Bioz's sole option, of any third-party Claims, and you hereby grant the applicable Bioz Party such control. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Bioz or the other Bioz Parties.
WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY OUR SERVICES.
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND ALL REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, BIOZ DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR REPORTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND REPORTS.
12. Limitation of Liability
BIOZ AND THE OTHER BIOZ PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF BIOZ OR THE OTHER BIOZ PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL LIABILITY OF BIOZ AND THE OTHER BIOZ PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO ACCESS OUR SERVICES, OR $100; PROVIDED, HOWEVER, IN NO EVENT WILL BIOZ BE LIABLE FOR ANY REPORTS.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF BIOZ OR THE OTHER BIOZ PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
13. Transfer and Processing Data
By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. Dispute Resolution; Binding Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BIOZ AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
14.1 Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") arising out of or related to a violation of Section 5 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Bioz agree (a) to waive your and Bioz’s respective rights to have any and all Disputes arising from or related to these Terms, or the Services, Bioz Content, Reports or other products and services offered through the Services resolved in a court, and (b) to waive your and Bioz’s respective rights to a jury trial. Instead, you and Bioz agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
14.2 No Class Arbitrations, Class Actions or Representative Actions
You and Bioz agree that any Dispute arising out of or related to these Terms or the Services, Content or Products is personal to you and Bioz and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Bioz agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Bioz agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
14.3 Federal Arbitration Act
You and Bioz agree that these Terms affect interstate commerce and that the enforceability of this Section 14 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.
14.4 Notice; Informal Dispute Resolution
You and Bioz agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within 30 days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Bioz shall be sent by certified mail or courier to 316 State Street, Suite 200, Los Altos, CA 94022. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Bioz account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically to the email address you submitted with your User Content and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Bioz cannot agree how to resolve the Dispute within 30 days after the date notice is received by the applicable party, then either you or Bioz may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14.1, file a claim in court.
EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO A VIOLATION OF SECTION 5 OR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND BIOZ AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR BIOZ WITHIN ONE YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND BIOZ WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Bioz agree that (a) any arbitration will occur either in (i) the State of California, County of Santa Clara, (ii) telephonically, or (iii) in the county where you reside, (b) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services ("JAMS"), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of California and the United States, respectively, sitting in the State of California, County of Santa Clara, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
14.6 Authority of Arbitrator
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
14.7 Rules of JAMS
The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
14.9 Opt-Out Right
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by writing to: 316 State Street, Suite 200, Los Altos, CA 94022. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes on an individual basis in accordance with Section 15.
15. Governing Law and Venue
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Santa Clara County, California.
We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
These Terms constitute the entire agreement between you and Bioz relating to your access to and use of our Services. The failure of Bioz to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.