Non-Member Terms of Use
This is a legally binding agreement and consent between Q Bio, Inc. “Q Bio”, a Delaware corporation and you. By accepting this Terms of Use of Q Bio’s precision medicine platform (the “Platform”), you are agreeing to these Terms of Use, or “Agreement”, and you agree to be bound by its terms and conditions. Please read the Terms of Use carefully before you start to use our Services or use our website when accessing the Services. By visiting our website, using any of our Services, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by the Terms of Use and our Privacy Policy, found at https://q.bio/privacy/, incorporated herein by reference. If you are unwilling or unable to be bound by this Agreement, do not create an Access Account or use any portion of the Services (as defined below). This Terms of Use applies to your use of the Services and your use of the website when accessing the Services. You and we are collectively referred to as the “Parties.”
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in an updated version of this Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Services.
You represent and warrant that a Registered Member has requested that you be provided access to such Registered Member’s Health Information maintained on Q Bio’s platform, and by accepting this Agreement you agree to access such Health Information only as permitted by this Agreement.
1. Definitions
For the purposes of this Agreement, the terms set forth in this Section 1 have the meanings assigned to them below.
“Confidential Information" is information that: (i) is marked "Confidential" on its face or, if the information is communicated orally to you, is identified as confidential at the time of the communication, or is information that you should reasonably know is confidential; or (ii) consists of our proprietary technical or business information, including but not limited to data, know-how, processes, current and planned research and development, current or future products, technologies, systems, discoveries, designs, ideas, concepts, inventions, program flowcharts, file layouts, source codes, customer lists, customer requirements, pricing and price lists, costing, market studies, strategies, business plans, business relationships, financial information, the names and backgrounds of key personnel, and personnel training techniques and materials, the terms of this Terms of Use, and any other information that, if disclosed, could reasonably harm our competitive advantage, reputation, or legal interests. “Confidential Information” does not include information that we make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by you.
“Health Information” means any personally identifiable information, medical records, or health-related data, including but not limited to, personal information provided by Registered Members, or information provided by other individuals that are authorized to access a Registered Member’s account. Results of questionnaires completed by Registered Members, biological samples, results and analyses of tests performed in connection with a Registered Member’s participation in Q Bio’s service and Research Study (defined below) as described in the applicable informed consent, and information gathered from mobile and wearable devices.
“Registered Member” means an individual who completes the registration process to become a paying member of Q Bio’s Services. The registration process includes, but is not limited to, creating an account, submitting a signed Registered Member Terms of Use, submitting a signed Research Consent to participate in our research protocol described in the Research Consent and Registered Member Terms of Use (“Research Study”) and completing the payment process. A Registered Member is able to use the Services to store Health Information.
“Non-Member” means an individual who may access a Registered Member’s Q Bio profile and Gemini Exam dashboard upon invitation by a Registered Member. The Non-Member may be required to register an Access Account through which he or she could view a Registered Member’s Q Bio profile upon invitation by a Registered Member. This registration process may include, but is not limited to, creating an Access Account and submitting a signed Non-Member Terms of Use.
“Services” means Q Bio’s services, platform and software tools, including those provided to Registered Members, Non-Members, and Site Visitors.
“Site Visitor” means an individual who accesses Q Bio’s Site and does not complete a process to accept the specific Terms of Use to become a Registered Member or a Non-Member.
2. Grant of Right to Use the Services
2.1 Q Bio provides a service that allows its Registered Members to aggregate and access a longitudinal record of their Health Information. Q Bio’s platform allows Registered Members to collect, track, analyze, visualize and securely share their Health Information with whom they grant access to.
2.2 Q Bio grants to you and you accept a non-exclusive, personal, non-transferable, non-sublicensable, limited right solely to access and use the Services, as defined below, and a non-exclusive, personal, non-transferable, non-sublicensable limited license to use any computer software or data furnished by Q Bio solely for access to or use of or in connection with the Services during the term, subject to your full compliance with the terms and conditions set forth in this Agreement. The rights granted to you in this Agreement are subject to the following restrictions: you will not: (a) use the Services for time-sharing, rental or service bureau purposes; (b) make the Services, in whole or in part, available to any unauthorized person, entity or business without explicit consent of Q Bio or through the use of the Services; (c) copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used by the Services; or (d) modify, combine, integrate, render interoperable, or otherwise access for purposes of automating data conversion or transfer, the Services or associated software with any other software or services not provided or approved by us. You will obtain no rights to the Services except for the limited rights to use the Services expressly granted by this Agreement.
2.3 The Services may include certain third-party software, services, data or applications that may require that you enter into separate agreements with third parties. You will comply with and, upon request, execute, any agreements or acknowledgments that may be required for the use of such software or services, and hereby agree to comply with the terms of any license or other agreement relating to third-party products included in the Services or made accessible to you through the Services. Additionally, your use of the Services or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, membership, and similar agreements relating to such use. Should you choose not to accept the terms of any such agreements, you will be deemed to have terminated any agreement(s) with Q Bio and forfeited any right or claim to future Services or other performance by Q Bio.
Q Bio reserves the right to do any of the following at any time without notice: (i) modify, suspend, or terminate operation of or access to the Services, or any portion thereof, for any reason consistent with applicable law; (ii) modify or change the Services, or any portion thereof, and any applicable policies or terms; or (iii) interrupt the operation of the Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, perform error correction, or make other changes.
3. Representations and Warranties
You represent and warrant that: (1) you have the right to submit any information uploaded or otherwise submitted to Q Bio, including that pertaining to yourself or other third parties (a “Submission”); (2) you have obtained any required consents and provided any required notices in connection with any such Submission; and (3) our use of the Submission in any way consistent with our Privacy Policy will not violate any applicable law or regulation.
You represent and warrant that you will immediately notify us of any breach of our Platform’s security, these Terms of Use, or the Privacy Policy of which you become aware.
You represent and warrant that you will not permit your Platform access credentials or Access Account to be used by children under the age of 13 to submit information about themselves in any fashion.
You represent and warrant that you will not reproduce, publish, or distribute content in connection with the Services that infringes, misappropriates, or violates any third party’s trademark, copyright, patent, trade secret, publicity, moral rights, privacy, or other personal or proprietary right or engage in any activity that encourages or facilitates infringement of intellectual property rights.
You represent and warrant that you will not upload, post, transmit, or otherwise make available any content that infringes misappropriates or violates the intellectual property rights of any third-party.
You represent and warrant that you will not use the Services to (i) transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material; (ii) violate or encourage any conduct that would violate any applicable law or regulation or would give rise to civil liability; or (iii) transmit user content that is fraudulent, false, misleading or deceptive. In addition, to further safeguard the confidentiality, integrity and availability of the information and other elements housed in the Services, as well as the stability of the Services, you agree you will not, nor attempt to, or authorize anyone to, or attempt to:
i) Abuse or misuse the Services, including gaining or attempting to gain unauthorized access to the Services, or altering or destroying information housed in the Services;
ii) use the Services in a manner that interferes with other users’ use of the Services; or
iii) use the Services in any manner that violates our policies and procedures, including the Privacy Policy, or this Agreement;
You represent and warrant that you will not circumvent any technical measures we have put in place to safeguard the Services or the confidentiality, integrity or accessibility of any information housed thereon, or any technical measures we have put in place to restrict access.
You represent and warrant that you will not access any portion of the Services other than with a commercial browser (such as Internet Explorer, Mozilla Firefox or Chrome) or mobile-based application developed and operated by Q Bio Inc., its subsidiaries and or its authorized partners.
By visiting any of our pages that are contained on any social media platform or website, you are representing and warranting to us that you have reviewed the applicable privacy policy and terms of use of such website or social media platform and that you will abide by all such provisions contained therein.
You represent and warrant that any information, materials, software, or data that you submit to or through the Platform, or that you access, use, download, or otherwise obtain on or through the Platform, are: (a) up-to-date, accurate, complete, reliable, truthful, and suitable to and appropriate for the purpose for which they are intended; and (b) free of viruses and other disabling devices and destructive routines.
4. Access Accounts
4.1. Access Account Creation. In order to use certain Services, you as a Non-Member may be required to register for an account (“Access Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. Q Bio may suspend or terminate your Access Account in accordance with this Terms of Use.
4.2. Access Account Responsibilities. You are responsible for maintaining the confidentiality of your Access Account login information and you will not share your login information with any other person. You are fully responsible for all activities that occur under your Access Account. You agree to immediately notify Q Bio of any unauthorized use, or suspected unauthorized use of your Access Account or any other breach of security. Q Bio cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
4.3. Content. You acknowledge and agree that you are responsible for the accuracy and completeness of any information you add to a Registered Member’s Q Bio health profile (“Content”). You acknowledge that Q Bio has no obligation to pre-screen Content, although Q Bio reserves the right in its sole discretion to pre-screen or remove any Content.
5. Access to the Services
5.1. Permitted Uses.
5.1.1. Subject to the terms of this Agreement, you may be provided access to a Registered Member's Health Information maintained on Q Bio’s platform at the request of a Registered Member. This Agreement shall remain in effect until your access to such Registered Member’s Health Information is (a) revoked by such Registered Member, (b) terminated in accordance with Section 9, or (c) such Registered Member’s membership with Q Bio expires or terminates. Upon such occurrence you will no longer have access to such Registered Member’s Health Information maintained on Q Bio’s platform.
You will not use the Services for any purposes other than those expressly permitted under this Terms of Use.
5.2. Support and Information Exchange. You agree that you may use the information, including Health Information, and materials available to you through the Services for informational and educational purposes only. Information may be placed in the Services by us and by third parties beyond our control. We are not responsible for the accuracy or completeness of information, including Health Information, available from or through the Services. You assume full risk and responsibility for the use of information you obtain from or through the Services, and neither we nor any of our licensors or data providers are responsible or liable for any claim, loss, or liability arising from use of the information. We do not recommend or endorse any provider of healthcare or health-related products, items or services, and the appearance of materials in the Services relating to any such products, items or services is not an endorsement or recommendation of them. You will review the functionality and limitations of the Services to make an independent determination of their suitability for your use. OUR WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE”, AND “WHERE-IS” BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE AND OUR SUPPLIERS AND LICENSORS EXPLICITLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY AS TO THE QUALITY, ACCURACY, AND SUITABILITY OF THE INFORMATION PROVIDED BY THE SERVICES FOR ANY PURPOSE.
5.3. Safeguards.
5.3.1. You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Services, and you agree to comply with all federal and state laws and regulations regarding the privacy and security of information that are applicable to you. You will not share your login information with any other person. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you to transmit, store and process electronic health information through the use of the Services.
5.3.2. You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware, or any unauthorized use or disclosure of Health Information within or obtained from the Services, and you will take such actions to mitigate the breach, suspected breach, or unauthorized use or disclosure of information within or obtained from the Services as we may direct, and will cooperate with us in investigating and mitigating the same.
5.4. No Third-Party Access. Except as required by law, you will not permit any third party to use or access the Services without Q Bio’s and the Registered Member’s prior written consent. You will promptly notify us of any order or demand for compulsory disclosure of Health Information if the disclosure requires access to or use of the Services. You will cooperate fully with us in connection with any such demand. You will also notify us in the event that any person or entity, (a) attempts to access the Services by any means other than a commercial browser, (b) claims to offer a service or system that “integrates with” our Services, or (c) requests to use your credentials or requests that you obtain credentials in order to access the Services in a manner that would violate this Agreement if you engaged in such activity.
5.5. Compliance with Law. You are solely responsible for ensuring that your use of the Services complies with applicable law, including laws relating to the maintenance of the privacy, security, and confidentiality of patient and other health information. We offer no assurance that your use of the Services under the terms of this Agreement will not violate any law or regulation applicable to you. You acknowledge that we may share your information with third parties if we determine in good faith that disclosure of your information is necessary to (a) comply with a court order, warrant or other legal process, (b) protect the rights, property or safety of Registered Members, Q Bio or others, (c) investigate or enforce suspected breaches of this Agreement, or (d) allow our third-party partners to comply with their obligations under federal or state law.
5.6. Professional Responsibility if You are a Clinician. For Registered Member-requested clinician access:
5.6.1. You will be solely responsible for any professional and technical services, including without limitation any diagnoses or treatments, that you may provide. Q Bio makes no representations whatsoever concerning the completeness, accuracy or utility of any information in the Services, or concerning the qualifications or competence of persons who placed it there.
5.6.2. Q Bio’s Services are not a medical records repository. If you order an MRI through Q Bio’s platform at the request of a Registered Member, you may have the ability to download the resulting image for inclusion in your medical records to meet any records retention requirements to which you may be subject.
5.6.3. Q Bio has no liability for any consequences to you of your use of the Services.
5.7. Indemnification. You hereby agree to indemnify, defend, and hold harmless Q Bio, and its affiliates, officers, directors, employees, agents, and Registered Members from and against any claim, dispute, demand, damages, losses, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) your use of the Services; (b) any breach by you of any representations, warranties or agreements contained in this Agreement; (c) the actions of any person gaining access to the Services under your credentials; and (d) your negligent or willful misconduct. Your indemnification obligations in this Agreement are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in this Agreement or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.
6. Responsibility for Misuse by Other Users
You acknowledge that in granting access to the Services for the purposes set forth herein, we will rely on the assurances of the recipients of the information as to (a) their identity and credentials, (b) the purposes for which they are accessing the system, and (c) the nature and extent of the information to which they will have access. You acknowledge that, while the Services will contain certain technical safeguards against misuse of the Services, it will rely to a substantial extent on the representations and undertakings of users of the Services. You agree that we will not be responsible for any unlawful access to or use of a Registered Member’s Health Information by any person resulting from the person’s acts or omissions with regard to use of the Services.
7. Confidential Information
7.1. Use of Confidential Information. You may not disclose our Confidential Information to any other person, and you may not use any Confidential Information except for the purpose of this Agreement. Except as otherwise provided in this Agreement, you may not, without our prior written consent, at any time, during or after the term of this Agreement, directly or indirectly, divulge or disclose our Confidential Information for any purpose. In addition, except for the purposes of using the Services, you will not use Confidential Information for any other purposes. You will hold our Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of our Confidential Information, and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will immediately advise us in writing of any improper disclosure, misappropriation, or misuse of our Confidential Information by any person, which may come to your attention.
7.2. Impermissible Disclosure of Confidential Information. You agree that we will suffer irreparable harm if you fail to comply with your obligations set forth in this Section, and you further agree that monetary damages will be inadequate to compensate us for any such breach. Accordingly, you agree that we will, in addition to any other remedies available to us at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.
8. Ownership
8.1. Copyright and Trademarks.
8.1.1. Q Bio and its suppliers own all rights, title and interest in the website and Services, including all associated intellectual property rights. The Services and the information and content available on the website and in the Services are protected by copyright, trademark, and other laws of the United States and throughout the world.
8.1.2. Q Bio, Inc. and all other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks (“Marks”) of Q Bio and may not be used without permission in connection with any third-party products or services. All Marks displayed on the website and any Services are our property or the property of other third parties. You will not remove, alter or obscure any copyrights, Marks or other proprietary rights notices incorporated in or accompanying the website, or the Services.
8.2. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Q Bio through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Q Bio has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Q Bio an exclusive, fully paid, royalty-free, perpetual, irrevocable, worldwide, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the website and Services. Notwithstanding the foregoing, you understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
9. Term and Termination
9.1. Term and Termination. Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Access Account) at any time for any reason at our sole discretion, including for any use of the website or the Services in violation of this Agreement, in the event that a Registered Member’s account expires or at a Registered Member’s request. Upon termination of your rights under this Agreement, your Access Account and right to access and use the Services will terminate immediately. Q Bio will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Access Account. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 4.3, 5.2-5.7, and 7-13.
9.2. Effect of Termination. Upon termination of this Agreement all licensed and access rights granted will immediately cease to exist.
10. Disclaimer, Exclusion of Warranties, and Limitation of Liability
10.1. Carrier Lines. YOU ACKNOWLEDGE THAT ACCESS TO THE SERVICES WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR, OR RELATING TO, THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
10.2. No Warranties. ACCESS TO THE SERVICES AND THE INFORMATION CONTAINED ON THE SERVICES IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, TITLE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE WEBSITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10.3. Limitation on Liability. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN THE SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
10.4. Conditions for Breach. WE WILL NOT BE DEEMED TO BE IN VIOLATION OF THIS AGREEMENT UNLESS YOU HAVE FIRST GIVEN US WRITTEN NOTICE SPECIFYING THE NATURE OF THE DEFAULT, AND WE HAVE FAILED WITHIN THIRTY (30) DAYS OF RECEIPT OF THE NOTICE EITHER TO CURE THE DEFAULT OR, IF CURE WITHIN SUCH PERIOD IS NOT PRACTICABLE, TO BE DILIGENTLY PROCEEDING TO CURE THE DEFAULT.
10.5. Other Users. YOU ACKNOWLEDGE THAT OTHER USERS HAVE ACCESS TO AND ARE USING OUR SERVICES AND THE ACTIONS OF SUCH OTHER USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE SERVICES RESULTING FROM ANY USER’S ACTIONS OR FAILURES TO ACT.
10.6. Unauthorized Access; Lost or Corrupt Data. WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY PERSONS USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICES, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
11. Privacy Policy
The Services are provided by us under this Agreement on our website. Your use of our Services are subject to our Privacy Policy. By using the Services, you are consenting to the terms of the Privacy Policy and acknowledge that you have reviewed our Privacy Policy.
12. Interpretation
The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall be construed to have the same meaning and effect as “and/or.” The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to these Terms of Use. The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
13. General
13.1. Changes. This Agreement is subject to revision from time to time, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), when you access your Q Bio Access Account, and/or by prominently posting notice of the changes on our website. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our website. These changes will be effective immediately for new users of our website. Continued use of our website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
13.2. Disclosures. Q Bio is located at the address in Section 14. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.3. Electronic Communications. The communications between you and Q Bio use electronic means, whether you use the website or send us emails, or whether Q Bio posts notices on the website or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Q Bio in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Q Bio provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
13.4. Force Majeure. Q Bio shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, cyber attacks or disruptions, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.5. Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
13.6. No Agency Relationship. Your relationship to Q Bio is never as an agent or partner of the Q Bio in the absence of an explicit written agreement to the contrary.
13.7. Entire Terms. This Agreement constitutes the entire agreement between you and us regarding the use of the website and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Q Bio is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Q Bio’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Q Bio may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
14. Contact
If you wish to ask questions regarding this consent, you may contact us at 415-967-7622 or support@q.bio.
Q Bio, Inc.
1411 Industrial Road
San Carlos, CA 94070
15. Notice
Any notices required under this Agreement may be sent to the email address, or may be sent by national carrier service or certified mail to the address, listed in Section 14.
