Terms of Service
Last updated: August 5, 2019
Welcome, and thank you for your interest in Tag.bio, Inc. (“Tag.bio,” “we,” or “us”) and our website at https://tag.bio (the “Website”), and our related websites, networks, and other services by us and on which a link to these Terms of Service is displayed (together with the website, our “Service”). These Terms of Service are a legally binding contract between you and Tag.bio regarding your use of the Service. Notwithstanding the foregoing, and except as stated in Section 4, any access to or use of Tag.bio’s web-based platform that allows users to run real-time, iterative queries and analyses of biomedical data sources (“Tag.bio Platform”) will be subject to a separate agreement with Tag.bio. Please contact Tag.bio at firstname.lastname@example.org for more information on the Tag.bio Platform.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, (THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND Tag.bio’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Tag.bio AND BY YOU TO BE BOUND BY THESE TERMS.
Arbitration NOTICE. Except for certain kinds of disputes described in Section 13, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Tag.bio ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 13.)
- Overview. The Website provides you with information about our products and services, and may also allow you to access a trial version of the Tag.bio Platform (“Trial Version”) if you follow the sign-up instructions on the Website.
- Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
- Accounts and Registration. To access most features of the Service, you may be required to register for an account, including to access or use the Trial Version. When you register for an account, you may be required to provide us with some information about yourself, such as your name and email address. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You may not share your password for access to the Service with any third party. If you believe that your account is no longer secure, then you must immediately notify us at email@example.com.
- Trial Version. These Terms govern your use of the Trial Version, as part of the Service. If you are provided with access to the Trial Version, we will make the Trial Version available to you until the earlier of (a) the end of the trial period for which you registered, (b) the start date of any purchased subscription for the Tag.bio Platform, or (c) termination by us in our sole discretion. Additional terms and conditions may be provided to you upon registration for the Trial Version, and any such additional terms and conditions are incorporated into these Terms. Tag.bio will determine, in its sole discretion, the availability, duration, and features of the Trial Version. We may suspend or revoke your access to the Trial Version in our sole discretion with or without notice to you. Upon expiration or termination of YOUR RIGHT TO USE THE Trial VERSION, you will lose access to the Trial VERSION and Tag.bio will have no obligation to store, MAINTAIN or permit retrieval of any of Your Data (as defined below).
- Rights. If Tag.bio permits you to access or use the Trial Version, subject to your ongoing compliance with these Terms, Tag.bio grants you a non-exclusive, non-transferable, non-sublicensable right, during the applicable trial period, to access and use the Trial Version as made available to you by Tag.bio solely for your internal business purposes. You hereby grant Tag.bio and its affiliates a worldwide, irrevocable, perpetual, royalty-free license (a) to exploit without restriction all feedback provided by you; (b) to use information related to your use of the Trial Version for internal business purposes, including to improve and develop Tag.bio’s products and services and for other development, diagnostic and corrective purposes; and (c) to use all data made available to Tag.bio by or on behalf of you to perform its obligations hereunder and provide the Trial Version to you.
- Your Data. All information and data that you enter into the Tag.bio Platform or otherwise provide to us in connection with the Service will be deemed “Your Data.” Except for the rights granted in these Terms, you retain all right, title, and interest in Your Data. Tag.bio may remove or restrict access to data on or within the Service, including the Tag.bio Platform, for any or no reason with or without notice to you, including, without limitation, if such data may violate applicable law, or a third party brings or threatens legal action.
- Representations, Warranties, and Covenants. The Trial Version is intended to analyze either (a) publicly available unrestricted-access NIH data or (b) data for which you have obtained all necessary use rights. You have obtained and you will obtain all permissions or approvals from each applicable data source, including from your personnel, as may be necessary or required to provide Your Data or any other data to Tag.bio in connection with the Trial Version. You will use any analyses facilitated by the Trial Version solely for scientific research. If you download unrestricted-access data from NIH-designated data repositories, then you will include an attribution to the specific datasets or applicable accession numbers and the NIH-designated data repositories through which you accessed such data in all oral or written presentations, disclosures, or publications that include such data. Your use of any publicly available unrestricted-access NIH data will comply with the National Institutes of Health Genomic Data Sharing Policy, available at: https://osp.od.nih.gov/wp-content/uploads/NIH_GDS_Policy.pdf. You will comply with all applicable laws, rules, and regulations in your use of the Trial Version.
- Tag.bio Proprietary Rights. The Service is owned and operated by Tag.bio. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, Services, and all other elements of the Service (“Materials”) provided by Tag.bio are protected by intellectual property and other laws. All Materials included in the Service are the property of Tag.bio or its third party licensors. Except as expressly authorized by Tag.bio, you may not make use of the Materials. Tag.bio reserves all rights to the Materials not granted expressly in these Terms.
- Third Party Services and Linked Services. Tag.bio may provide tools through the Service that enable you to export information to third party services. By using one of these tools, you agree that Tag.bio may transfer that information to the applicable third party Service. Third party services are not under Tag.bio’s control, and, to the fullest extent permitted by law, Tag.bio is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party services. Linked services are not under Tag.bio’s control, and Tag.bio is not responsible for their content.
- Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
- use the analyses facilitated by Service for clinical decision making;
- identify or attempt to identify any individual human research participants from any data source in any way through the use of the Service or submit any personally identifiable information or protected health information as such term is defined in the Health Insurance Portability and Accountability Act;
- reproduce, distribute, publicly display, or publicly perform the Service;
- make modifications to the Service;
- use the Service for any illegal purpose or in violation of any local, state, national, or international law;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;
- sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
- attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.
- Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 8, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
- Termination of Use; Discontinuation and Modification of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Tag.bio may in its sole discretion suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. Upon termination of these Terms, Sections 2, 3, 4.3, 4.3, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 will survive.
- Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Tag.bio and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Tag.bio Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
- Disclaimers; No Warranties
The service does not provide scientific or medical conclusions related to any data sets, and is only intended to facilitate your analysis of such data sets.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Tag.bio DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Tag.bio DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Tag.bio DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR Tag.bio ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Tag.bio ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING YOUR DATA.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Tag.bio does not disclaim any warranty or other right that Tag.bio is prohibited from disclaiming under applicable law.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Tag.bio ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Tag.bio ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 13.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Tag.bio ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Dispute Resolution and Arbitration
- Generally. In the interest of resolving disputes between you and Tag.bio in the most expedient and cost effective manner, and except as described in Section 13.2 and 13.4, you and Tag.bio agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Tag.bio ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 13.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 13 within 30 days after the date that you agree to these Terms by sending a letter to Tag.bio, Inc., Attention: Legal Department – Arbitration Opt-Out, 1045 17th St., Ste 205, San Francisco, CA 94107 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Tag.bio receives your Opt-Out Notice, this Section 13 will be void and any action arising out of these Terms will be resolved as set forth in Section 14.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
- Arbitrator. Any arbitration between you and Tag.bio will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Tag.bio. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Tag.bio’s address for Notice is: Tag.bio, Inc., 1045 17th St., Ste 205, San Francisco, CA 94107. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Tag.bio may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Tag.bio must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Tag.bio in settlement of the dispute prior to the award, Tag.bio will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
- Fees. If you commence arbitration in accordance with these Terms, Tag.bio will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Tag.bio for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND Tag.bio 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, unless both you and Tag.bio agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. If Tag.bio makes any future change to this arbitration provision, other than a change to Tag.bio’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Tag.bio’s address for Notice of Arbitration, in which case your account with Tag.bio will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- Enforceability. If Section 13.7 is found to be unenforceable or if the entirety of this Section 13 is found to be unenforceable, or if Tag.bio receives an Opt-Out Notice from you, then the entirety of this Section 13 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14.2 will govern any action arising out of or related to these Terms.
- Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Tag.bio submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
- Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
- Contact Information. The Service is offered by Tag.bio, Inc., located at 1045 17th St., Ste 205, San Francisco, CA 94107. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org. You can access a copy of these Terms by clicking here: https://tag.bio/terms-of-service.
- Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
- No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
- International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.