Q Bio Terms of Use

This Q Bio Terms of Use Agreement (“Terms of Use” or “Agreement”), sets forth the terms and conditions governing your access to and use of our website at q.bio (“Website”), the platform made available through the Website (“Platform”), and participation in the services provided by Q Bio, Inc.  Q Bio, Inc. contracts with Q BIO, PC (“Q Bio PC”, and together with Q Bio, Inc. and its and their affiliates, “Q Bio” or “we” or “us” or “our”), and certain affiliated medical groups (collectively, “Medical Group”), which are independent medical groups with a network of United States based healthcare providers (each, a “Q Bio Medical Provider”) to provide the Imaging Services. This Terms of Use is a legally binding agreement between Q Bio, Inc., a Delaware corporation, and you, the individual accessing our Website or registering an Account on our Platform. By accessing and using the Website, the Platform, or the Services made available through the Website and Platform, you represent and warrant that you are at least eighteen (18) years of age and are not a person barred from receiving the Services, and acknowledge that you have read, understand, and agree to be bound by this Agreement. If you are unwilling or unable to be bound by this Agreement, do not access or use the Website or create an Account or use any portion of the Services (as those terms are defined below). This Terms of Use applies to your access and use of the Services and your use of the Website and Platform when accessing the Services.  You and Q Bio 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 supplemental Services. Supplemental Terms, once accepted, form a binding part of the Agreement and are hereby incorporated by reference into the Agreement.

USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. THE SERVICES ARE NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THIS AGREEMENT TO ARBITRATE IN THE SECTION TITLED, “DISPUTE RESOLUTION BY BINDING ARBITRATION” REQUIRES THAT ALL DISPUTES BETWEEN YOU AND US (WITH LIMITED EXCEPTIONS) WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. THE AGREEMENT TO ARBITRATE ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THE AGREEMENT TO ARBITRATE CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. Definitions. For the purposes of this Agreement, the terms set forth in this Section 1 have the meanings assigned to them below.

“Gemini Exam” means the comprehensive whole body exam, that can be ordered or otherwise purchased through the Platform as part of the Imaging Services, which currently consists of, but is not limited to, the following procedures and tests: magnetic resonance imaging (MRI) scanning; collection of blood and urine; acquiring biometrics (including, but not limited to, data such as blood pressure, heart rate, respiratory rate, heart sounds, breath sounds, EKG data, weight, body composition); and completion of online personal health forms.

“Health Information” means any personally identifiable information, medical records, or health-related data, including but not limited to, personal information provided by you, information provided by other individuals that you authorized to access your Account, results of questionnaires completed by you, biological samples, results and analyses of tests performed in connection with your 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 (i) the registration process and registers an Account on the Platform to become a paying member of Q Bio’s Services, or (ii) the registration process and registers an Account on the Platform to become a member of Q Bio’s Services, as referred by or otherwise participating through a Partner Program.  In addition to accepting this Agreement and registering an Account on the Platform, the registration process may require submission of a signed Research Consent to participate in our research protocol described in the Research Consent and Registered Member Terms of Use (“Research Study”), completing the payment process to purchase certain Imaging Services, or signing other applicable consent forms (outside of the Platform) for participation in a Partner Program.

“Non-Member” means an individual who may access a Registered Member’s Q Bio profile and Gemini Exam dashboard only upon invitation by a Registered Member.  

“Partner Programs” means programs in which Q Bio engages with a third-party organization to provide the Services to such organization’s employees, members, patients, or other authorized individuals. Such third-party partners may include employers, hospitals, providers, or other medical and academic partners.

“Services” means Q Bio’s products and services made through the Website and Platform, including imaging services that enable a Registered Member to order or purchase and book an appointment for a Gemini Exam (“Imaging Services”).

2. Registered Member Accounts

2.1. Account Creation. In order to use certain Services as a Registered Member, you must register for an account on the Platform (“Registered Member Account”) and provide certain information about yourself as prompted by the registration form. Non-Members may be required to register a limited access Account through which he or she can view a Registered Member’s Q Bio profile, upon invitation by a Registered Member (“Access Account”). Registered Member Accounts and Access Accounts may be referred to herein generically as an “Account”. Whether you are registering an Account as a Registered Member or an Access Account as a Non-Member, you represent and warrant that: (a) all required registration information you submit is truthful and accurate, and (b) you will maintain the accuracy of such information. Q Bio may suspend or terminate your Account in accordance with the termination provisions in this Agreement.

‍2.2. Account Responsibilities. You are responsible for maintaining the confidentiality of your 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 Account.  You agree to immediately notify Q Bio of any unauthorized use, or suspected unauthorized use of your Account or your Account login information or any other breach of security. Q Bio cannot and will not be liable for any loss or damage whatsoever arising from your failure to comply with the above requirements.

2.3. Content. You acknowledge and agree that you are responsible for the accuracy and completeness of the Health Information you add to your Q Bio profile within your Account (“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.

3. Your Privacy.

‍The privacy and security of your Health Information that we maintain on your behalf is important to us. Details about Q Bio’s policies regarding privacy of Health Information, can be found at https://q.bio/privacy/.

4. Q Bio Services

4.1. Summary of Services. Q Bio’s Services, including the Imaging Services, are designed to enable Registered Members to create, aggregate, and access a longitudinal record of your Health Information during the time in which you are a Registered Member. While you are a Registered Member, Q Bio’s Platform is designed to allow you to archive your Health Information for use by you and the healthcare professionals (including primary care physicians) and other individuals (including Non-Member) to whom you grant access to your Q Bio profile (“Care Team”). Further, by becoming a Registered Member, you help advance Q Bio’s understanding of how Health Information can be stored and used by individuals to impact their health.  Non-Members will have limited functionality on the Platform through their Access Account, and visitors to the Website who have not registered an Account will only have access to public areas of our Website.

4.2 Partner Programs. Your participation in Partner Programs is optional and may be governed by Supplemental Terms or additional terms required by the applicable third parties sponsoring the Partner Program, entered into outside this Agreement. Such additional terms are between you and the applicable organization who is sponsoring such Partner Program, and Q Bio is not a party to those additional terms. Please contact the relevant organizational contact for your Partner Program if you have any questions about their documents or practices.

4.3 Imaging Services.

(a) As a Registered Member, you may elect to have a Gemini Exam.  The Gemini Exam is not part of the research and is available even if you decide not to take part in the research. Through the Services, you can submit your medical history, and ask the Medical Group and its Medical Providers to review your history and, if deemed medically appropriate, order and schedule a Gemini Exam at one of our Imaging Locations (defined below). Depending on the information you provide when requesting a Gemini Exam, and/or based on communications with Q Bio Medical Providers, Q Bio may not be able to fulfill your request for a Gemini Exam, including if a Q Bio Medical Provider determines in its sole discretion that Service is not medically appropriate.

(b) YOU AGREE THE IMAGING SERVICES MAY CARRY INHERENT RISK, AND BY PARTICIPATING IN THE IMAGING SERVICES, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. FOR EXAMPLE, THE IMAGING SERVICES MAY CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY OR DEATH, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS BY REQUESTING SUCH SERVICES. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER YOUR PARTICIPATION IN THE IMAGING SERVICES. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICES OR RECEIVING THE IMAGING SERVICES MADE AVAILABLE TO YOU BY Q BIO AND THE POSSIBLE RISKS INVOLVED IN USING SUCH SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.

(c) If deemed medically appropriate by a Q Bio Medical Provider, you may schedule an appointment for a Gemini Exam at one of the locations listed here that are operated by us or third parties (each, an “Imaging Location”). Q Bio cannot guarantee that such scheduling information or the list of Imaging Locations is accurate, complete, and/or up-to-date. Certain samples and imaging that are obtained in a Gemini Exam will be analyzed by our lab and/or healthcare provider partners.

(d) The results of the tests performed in the Gemini Exam may reveal sensitive information about your health. Test results may reveal incidental, unsought information. Incidental information may lead you to consider further testing or treatments that may potentially result in unintended consequences. Results are based on currently available information in the medical literature and scientific databases. Because literature and scientific knowledge are constantly being updated, new information may replace or add to information used to analyze your samples or report your results. It is your responsibility to discuss the results and Health Information with your healthcare professional including but not limited to your primary care physician. You may be asked to sign additional consent forms for third party services.

4.4. PHI. You acknowledge that Q Bio may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Q Bio’s servers on your behalf. To the extent Q Bio is storing or processing information or data that is defined under HIPAA as “Protected Health Information” (“PHI”), Q Bio will comply with the applicable privacy and security requirements set forth under HIPAA. You acknowledge that Q Bio reserves the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that Q Bio reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. You further acknowledge that in the event Q Bio terminates an inactive Account, Q Bio may delete any data, including PHI, any once the Account is deemed to be inactive, and we will bear no responsibility for such loss of data or information; provided that we may retain any information or data as permitted under these Terms of Use and subject to our rights under the Privacy Policy, or as may be necessary or advisable in order to comply with any applicable laws, rules, or regulations.

4.5. Insurance. The Services are not an insurance product. The Services are not health insurance or a substitute for health insurance, and the amounts you pay for the Services are not insurance premiums. The Services do not meet any individual health insurance mandate under federal or state law. If you desire any type of health or other insurance coverage, you will need to acquire such insurance separately.

4.6. Grant of Rights to Use the Services. Q Bio grants to you and you accept a non-exclusive, personal, non-transferable, non-sublicensable, limited right solely to access and use the Website, Platform and related Services, 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; (d) use any manual or automated software, services or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services; (e) access or use the Service for purposes of benchmarking, comparative, or competitive analysis of the Service, developing, using, or providing any product or service competitive with or intended to be competitive with the Service, or for any other purpose that is to our detriment or commercial disadvantage; (f) 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; (g) violate any applicable law or regulation; or (h) use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Terms of Use. You will obtain no rights to the Services except for the limited rights to use the Services expressly granted by this Agreement.

The Services may contain links or other access to third-party websites, platforms, or applications (collectively, “Third-Party Applications”) for your convenience, including for purposes of connecting your wearable devices to the Services. When you click on a link to, or otherwise access, a Third- Party Application, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Applications are not under the control of Q Bio. Q Bio is not responsible for any Third-Party Applications. Q Bio provides these Third- Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Applications, or any product or service provided in connection therewith. You access and use all Third- Party Applications at your own risk. When you leave our Services, these Terms and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You may also be required to actively accept the agreements and policies of any such Third-Party Applications prior to accessing or using such Third-Party Applications and if you do not accept such Third-Party Applications’ terms, agreements, and policies, you may not have the ability to access such Third-Party Applications.

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 your Account and/or 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. Q Bio does not guarantee the availability of any feature, function, price, product, or service of the Services. Under no circumstances will Q Bio be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new features or services will be governed by this Terms of Use.

In some cases, the Services may not be the most appropriate way for you to track or manage your health and wellness, or provide information to or communicate with a healthcare provider, including your Care Team. For example, certain medical conditions may require an in-person procedure or a healthcare provider, or your provider may determine that your diagnosis and/or treatment require an in-person office visit or are otherwise not appropriately addressed through use of the Services.

5. Fees.

5.1. Third-Party Service Provider. Certain products or services, including the Gemini Exam, are offered in connection with the Services are made available for a fee (“Fee” or “Fees”). Q Bio uses Stripe, Inc. and its affiliates (“Stripe”) as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy, and its Terms of Service (currently accessible at https://stripe.com/us/terms and hereby consent and authorize Q Bio and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

5.2. Payment. You shall pay all Fees charged to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Q Bio and/or our Third-Party Service Provider with your payment information, you agree that Q Bio and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Q Bio hereunder and that no additional notice or consent is required. You shall immediately notify Q Bio of any change in your payment information to maintain its completeness and accuracy. Q Bio reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Q Bio and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Services are non-refundable.

6. 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 such information 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, Account, or membership to be used by children under the age of 18 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 the 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 applicable law or 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 (i) introduce to the Service any virus, trojan horse, worm, logic bomb, or other code or material that is malicious or technologically harmful or otherwise use any device, software, or routine that interferes or is designed to interfere with the proper working of the Service; (ii) attempt to gain unauthorized access to, interfere with, damage, disrupt, or otherwise interfere with the proper working of the Service or any server, computer, network, environment, or database connected to or used with the Service; or (iii) attack the Service via a denial-of-service attack or a distributed denial-of-service attack. 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.

7. Rights and Licenses

7.1. Permitted Uses.

(a) Registered Members. Subject to the terms of this Agreement, you shall be provided access to certain of your Health Information maintained on Q Bio’s Platform. You may provide access to your Q Bio profile to any individual you designate. Moreover, you may choose to provide third parties with access to certain information to which you have access, such as your Gemini Exam dashboard or certain raw data elements that Q Bio may, from time to time, elect to make available to you. You may permit third parties to sit in on a review of your Gemini Exam dashboard. Non-Members only have access to information, including Health Information, that a Registered Member expressly makes available to such Non-Members through their Access Account. While Non-Members are bound by this Agreement, Registered Members acknowledge and agree that Q Bio cannot control the actions of such Non-Members with respect to the use by such Non-Members of Health Information that you expressly make available to them. Without limiting the foregoing, and for the avoidance of doubt, should you choose to enable any such third party access to your Health Information, you agree that Q Bio has absolutely no control over, or responsibility or liability for, uses of Health Information by the third parties to whom you have provided such access.

(b) Non-Members. You may only use the information made available to you through your Access Account and the Services for informational purposes only and you may not disclose any such information, including any Health Information, to third parties. Information may be made available through the Services by us, Registered Members, and by third parties beyond our control. We are not responsible for the accuracy or completeness of information, including Health Information, available to you through your Access Account or otherwise through the Services. You assume full risk and responsibility for the use of and reliance on 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.

7.2. User Content. You represent and warrant that you own all right, title and interest in and to all content and information, including Health Information, uploaded or otherwise transmitted by you to or through the Services (“User Content”), including, without limitation, all copyrights and rights of publicity contained therein. You hereby grant Q Bio a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, irrevocable license to copy, display, share, perform, distribute, store, modify and otherwise use your User Content, and any Usage Data (as defined below), in connection with (a) the operation and provision of the Services, (b) to create aggregated or other de-identified data (“Aggregated Data”) and to use such Aggregated Data for the improvement or enhancement of the Services, and the development and provision of new products, services and offerings, and for other development and corrective purposes in connection with the Service and other Q Bio offerings, products or services, and (c) for the marketing or promotion of any of the foregoing, in each case in any form, medium or technology now known or later developed, except to the extent that any use would be prohibited by HIPAA or other applicable laws, rules, or regulations. You represent and warrant that any authorized use of your User Content by Q Bio does and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, and intellectual property rights. You acknowledge and agree that Q Bio may preserve content and may also disclose content if required to do so by applicable laws, rules, or regulations, or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, rules, regulations, or government requests; (b) enforce this Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Q Bio, its users and the public.

7.3. Usage Data. You hereby authorize Q Bio and its third-party service providers to derive statistical and usage data relating to your use of the Services (“Usage Data”). We may use Usage Data for any purpose at any time in accordance with applicable laws, rules, and regulations.

8. Support and Information Exchange.

8.1. 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.  Q Bio Inc. is not responsible for the accuracy or completeness of information, including Health Information, available from or through the Services.  Any content on the Services is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. Such content is not a replacement or substitute for medical care or specific professional advice, recommendation, diagnosis or treatment. Always seek the advice of a physician or other qualified healthcare provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of information provided through the Services. 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.  By using the Services for any service other than those provided by Q Bio Medical Providers, you agree that you will not rely on the Services as a substitute for professional medical advice, and you understand and agree that in no event will Q Bio or any Q Bio Medical Provider be liable for any decision made or action taken in reliance on such general information contained thereon, and reliance thereon is solely at your own risk.

8.2. All Imaging Services are provided by Q Bio Health and the Q Bio Medical Providers. The Q Bio Medical Providers matched through the Services are engaged by Q Bio PC, not by Q Bio Inc., and Q Bio PC and Q Bio Medical Providers use independent professional judgment in rendering Imaging Services. Q Bio PC and the Q Bio Medical Providers, and not Q Bio Inc., are responsible for the quality and appropriateness of the Imaging Services and any professional advice received from a Q Bio Medical Provider through the Services comes from the Q Bio Medical Provider alone and not from Q Bio Inc.

8.3. Q Bio is providing access to the Imaging Services provided by Q Bio Health solely as a convenience. A Q Bio Medical Provider interacting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance.  Therefore, the relevant Q Bio Medical Provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, Q Bio strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with your Care Team.  By deciding to engage the Services you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) the  Services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with your Care Team or other health care provider; and (ii) a health care provider acting through the Service may not have important information that is usually obtained through a “hands-on” physical examination.

9. Research

9.1. Research Study; Participation Required. In addition to this Terms of Use, if you, as a Registered Member, choose to participate in Research Study, you will be asked to sign an Institutional Review Board (IRB) approved consent further outlining an IRB-approved study, or the “Research Study”, associated with the Research Study in which you are participating. Participation in the Research Study is not required to become a Registered Member. If you are unwilling or not able to join the Research Study, or if you do not meet the Research Study’s inclusion criteria, you may still become or remain a Registered Member. Consent to the Research Study does not obligate you to purchase additional Q Bio Services. Further, consent to purchase Q Bio Services does not obligate you to participate in a Research Study.

9.2. Research Collection. If you consent to participate in a Research Study, your de-identified information may be submitted in a HIPAA-compliant manner to research databases.  Any such research that results in medical advances, including new products, tests or discoveries, may have potential commercial value and may be developed and owned by Q Bio or the researchers that analyze the data. If any individuals or corporations benefit financially from studying your Health Information, no compensation will be provided to you or your heirs. Q Bio considers the content of the Research Study to be Confidential Information subject to the confidentiality obligations described below.

9.3. Benefits of Participation as a Registered Member. Q Bio’s Services may help Registered Members discover or better understand information about their health.  Upon your agreement to participate in one (1) or more Research Studies, Q Bio will collect your Health Information from third party providers and process the information such that Health Information is presented in an organized format that can readily be reviewed and used by you. If you choose, you can share your Health Information with your designated medical providers and other Non-Members, provided they abide by our policies, including the Non-Member Terms of Use and our Privacy Policy.

10. Q Bio Does Not Provide Medical Advice. The information you learn from Q Bio Services is not designed to diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of medical and clinical information. Q Bio will not use your Health Information to make a medical diagnosis, provide medical advice or treatment, or to order or conduct medical tests. You agree that the information in your Q Bio profile is intended for informational and educational purposes only, and that while your Health Information might bear on or be related to a medical condition, diagnosis or to a possible treatment, Q Bio does not provide medical advice and you should always consult with your Care Team regarding the information provided to you through the Q Bio Service.  They may recommend additional medical and clinical testing and further consultation regarding your health. Furthermore, there are certain third-party assays and tests that are conducted that are not FDA approved and therefore may need to be confirmed and further evaluated with standardized FDA approved tests. Q Bio urges you to seek the advice of your Care Team if you have questions or concerns arising from the results of Q Bio Services.

11. Responsibility for Misuse by Other Users. You acknowledge that by granting you access to the Services, 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 Platform; 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.

12. Ownership

12.1 Copyright and Trademarks. 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. 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.

12.2 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.

13. Term and Termination

13.1 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 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, or at the termination or expiration of this Agreement. Upon termination of your rights under this Agreement, your Account and right to access and use the Services will terminate immediately. Q Bio will continue to retain and use certain data as described in Section 4.

13.2 Effect of Termination. Upon termination of your rights under this Agreement, your Account and right to access and use the Services will terminate immediately, and you will no longer be eligible for participation in Q Bio services. Your Account will be deactivated, and scheduled appointments for Gemini Exams will be cancelled.  Third parties to whom you grant access to your Account as Non-Members will no longer be able to see your Q Bio profile.  After termination, you may contact Q Bio at any time to request a copy of your Health Information that remains on the Platform.

14. Disclaimers and Exclusions of Warranties

14.1 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.

14.2 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, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,  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, NON-INFRINGEMENT, 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, OTHER HARMFUL CODE, OR UNAUTHORIZED ACCESS, 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. Q BIO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING 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.

14.3 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.

15. Limitations of Liability

15.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, Q BIO AND ITS Q BIO MEDICAL PROVIDERS AND THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS (COLLECTIVELY, “RELATED PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) ANYTHING OCCURRING AT AN IMAGING LOCATION OR ANY COMMUNICATION OR CONDUCT WITH ANY PERSON AT OR ASSOCIATED WITH AN IMAGING LOCATION, OR ANY THIRD PARTY SERVICES; (E) ANY SERVICES PROVIDED BY A REFERRED HEALTH CARE PROVIDER OR QBIO  MEDICAL PROVIDER; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE (EXCLUDING ANY SERVICES PROVIDED BY Q BIO MEDICAL PROVIDERS). IN NO EVENT WILL Q BIO AND ITS RELATED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF (A) AMOUNTS YOU HAVE PAID Q BIO IN THE LAST SIX (6) MONTHS (IF AT ALL), AND (B) ONE HUNDRED DOLLARS ($100).

15.2. Q BIO ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY OF YOUR USER CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

15.3. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

15.4. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Q BIO AND YOU.

16. Compliance with Law.
You are solely responsible for ensuring that your use of the Services complies with applicable law.  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 you, 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.

17. Dispute Resolution by Binding Arbitration.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
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17.1 Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Use as the “Arbitration Agreement.” You agree that any and all disagreements, controversies, disputes, or claims that have arisen or may arise between you and Q Bio, whether arising out of or relating in any way to these Terms of Use (including any alleged breach thereof), the Service, the Site, the Mobile App, any advertising or communications you recieve, or any aspect of the relationship or transactions between us (each a “Dispute”), shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (i) you and Q Bio may assert individual claims in small claims court, if such claims qualify and remain in small claims court; and (ii) you or Q Bio may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or that involve facts occurring before the existence of this or any prior versions of the Terms of Use, unless those disputes were noticed prior to these Terms of Use becoming effective, as well as claims that may arise after the termination of these Terms of Use. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the Law allows, seek relief against us on your behalf.

17.2 Waiver of Jury Trial. YOU AND Q BIO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Q Bio are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection above entitled “Agreement to Arbitrate”. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

17.3 Waiver of Class and Other Non-Individualized Relief.  EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection below entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Q Bio agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in San Francisco, California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Q Bio from participating in a class-wide or mass settlement of claims.

17.4 Informal Dispute Resolution

(a) Q Bio is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing Q Bio’s customer support at support@q.bio. If such efforts prove unsuccessful, you and Q Bio agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Q Bio agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

(b) To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Q Bio should be sent by email to support@q.bio or by regular mail to Q Bio, Inc. Q Bio, Inc.,1411 Industrial Road, San Carlos, CA 94070 (“Notice Address”). The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute. Q Bio will send Notice, including a description of the Dispute, to your email address or regular address on file.  It is your responsibility to ensure your email and regular address are correct and remain up to date.

(c) The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference may be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

(d) The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

17.5. Rules and Forum

(a) The Terms of Use evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, you and Q Bio agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the National Arbitration & Mediation ("NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration , except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

(b) A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Q Bio should be sent by email to support@q.bio or the Notice Address. Q Bio will provide the Demand to your email/regular address on file.

(c) If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).  

(d) Unless you and Q Bio otherwise agree, or the Batch Arbitration process discussed below is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in San Francisco, California, or, at your election, the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Q Bio will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  

(e) You and Q Bio agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

(f) You and Q Bio agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

17.6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

17.7. Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment  on the arbitration award may be entered in any court having jurisdiction.

17.8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

17.9. Batch Arbitration

(a) To increase the efficiency of administration and resolution of arbitrations, you and Q Bio agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Q Bio by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

(b) All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Q Bio.

(c) You and Q Bio agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

(d) This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

17.10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the Notice Address or support@q.bio within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Q Bio’s rights.  If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

17.11. Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief” above, if any part or parts of this Arbitration Agreement (other than the subsection entitled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.  However, if subsection entitled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in San Francisco, California. You further agree that any Dispute that you have with Q Bio as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

17.12. Future Changes to Arbitration Agreement. You and we agree that Q Bio retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at https://www.q.bio/terms-of-service and you should check for updates regularly. We agree that if Q Bio makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Site and/or Service, including the acceptance of products and services offered on the Site or Mobile App, following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms of Use with an arbitration agreement and you did not validity opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Q Bio will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Use.

18. General

18.1. 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), and/or when you access your Account. 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 Registered Members 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. IF YOU DO NOT AGREE TO THE REVISED TERMS AND CONDITIONS, YOU AGREE THAT YOUR ONLY REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICES.

18.2. 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.

18.3. Disclosures. Q Bio is located at the address in the Who to Contact section above.  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.

18.4. 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.

18.5. 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.

18.6. Entire Terms. This Agreement, along with the Privacy Policy and Research Study consent, constitutes the entire agreement between you and us regarding the use of the website and Services. For avoidance of doubt, the Research Study consent will control in any conflict between this Terms of Use and the Research Study consent. 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. 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.

18.7. 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.

18.8. Assignment Rights. 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.

19. 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 below.  

20. Who to Contact. If you wish to ask questions regarding this Agreement, you may contact us at 1-415-967-7622 or support@q.bio, Q Bio, Inc.,1411 Industrial Road, San Carlos, CA 94070.