Last Updated:  Dec 30, 2019

Bioceryx Technologies, Inc. and its affiliates (“Bioceryx”, “we”, “us” or “our”) is offering you (“you” or “your”) access to, and use of, our websites (collectively, the "Site") and the content and services found at the Site (individually and collectively, the "Services").  Your use of the Site and the Services is subject to these Terms of Service (“Terms”). 

Please make sure that you read and understand these Terms.  These Terms are a legal agreement between you and Bioceryx that govern your use of the Services.  By using the Services, you are agreeing to these Terms.  If you do not agree to these Terms, please do not use any of our Services, and delete any account that you may have created.

We may, at any time, modify these Terms.  If we modify these Terms, we will post our modified Terms on our website or through the Services.  By continuing to use our Services, you agree that you accept all of our modifications to these Terms.  If you do not agree to the new Terms, you must stop using the Services.

1.  Additional Terms and Conditions

(a). Our Privacy Policy is incorporated into and made part of these Terms, and you hereby agree to our Privacy Policy. If there is a conflict between these Terms and the Privacy Policy, the Privacy Policy will control with respect to privacy matters. 

(b). You may also be subject to additional terms and conditions that may apply when you use third-party content, third-party services or third-party software.

2.  Eligibility to Use the Bioceryx Services

By accepting these Terms, you affirm that you are at least eighteen (18) years old, have full power and authority to enter into these Terms, and doing so will not violate any other agreement to which you are a party.  If you are not at least eighteen (18) years old, you affirm that you are at least thirteen (13) years old and have the permission of a parent or guardian to access the Services and enter into these Terms. If you are under the age of thirteen (13), please do not access or use our Services until you are at least thirteen (13) years old. 

3.  Accounts 

(a). Creating an Account.  Use of certain features of the Services may require you to set up an account.  If you decide to register, you must provide us with true, current, complete and accurate information as prompted by the registration form, and you agree to maintain and promptly update such information to keep it true, current, complete and accurate.

(b). Activities under Your Account.  You are responsible for maintaining the confidentiality of any password(s) you use to access the Services, and you are fully responsible for all activities that occur under your password(s) and your account.  You agree to notify Bioceryx immediately of any unauthorized use of your account or any other breach of security.  Bioceryx will not be liable for any loss that you may incur as a result of someone else using your password or account.  Even if you give us notice, you could be held liable for losses incurred by Bioceryx or another party due to someone else using your account or password.  You may not use anyone else’s account at any time, without the permission of the account holder.

(c). Integrated Services.  You may register to use our Services, or otherwise associate your Bioceryx account with, certain third party social networking or integrated services, such as Facebook Connect, LinkedIn and Google (“Integrated Services”).  By registering to use our Site through (or otherwise granting access to) an Integrated Service, you agree that we may access your Integrated Service’s account information, and you agree to any and all terms and conditions of the Integrated Service regarding your use of our Site via the Integrated Service.  You agree that any Integrated Service is a Linked Site (as defined below) and you are solely responsible for your interactions with the Integrated Service as a result of accessing our Site through the Integrated Service.  Bioceryx does not control the practices of Integrated Services, and you should read the Privacy Policy and terms and conditions of any Integrated Service that you use to understand their practices.

4.  Privacy.  You consent to the collection, processing and storage by Bioceryx of your personal information in accordance with the terms of Bioceryx’s Privacy Policy, which is available at http://www.bioceryx.com/en/privacy. You agree to comply with all applicable laws and regulations, and the terms of Bioceryx’s Privacy Policy, with respect to any personal information that you access, use and/or submit in connection with the Services.

5.  Use of the Services

(a). Use of the Services.  Bioceryx grants you a limited, revocable, non-exclusive, non-assignable, non-sublicensable license and right to access and use the Services through a generally available web browser, mobile device or application, view information and use the Services that we provide for non-commercial purposes in accordance with these Terms.  Any other use of the Services is strictly prohibited.  We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items.

(i). Unless we give you permission in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, create derivative works of or commercially exploit any materials we provide or are made available by third parties through the Services, in whole or in part, by any means.  You must not modify, decompile, or reverse engineer any software Bioceryx discloses to you, unless expressly allowed in writing (such as code provided as an educational exercise).  You must not remove, alter or obscure any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in any part of the Services, and you agree to reproduce and copy all such notices and legends on all copies of any part of the Services that you are allowed to make under these Terms, if any.  Any rights not expressly granted in these Terms are reserved.

(ii). You may in no way use our Services to infringe or misappropriate any intellectual property rights of Bioceryx, its users, and other third-parties.

(b). Notices.  You agree that Bioceryx may provide notice to you by posting notices or links to notices on our website or through the Services, as well as via email, SMS or texting, as applicable. 

(c). Applicable Laws and these Terms.  You agree to comply with all applicable laws, ordinances and regulations, and these Terms.

(d). Promotions.  You agree to receive newsletters, promotional materials, and other communications and materials relating to Bioceryx or the Services.

(e). Verification of Information.  You grant Bioceryx the right to independently verify any information that you provide through the Services, including information about yourself, although Bioceryx does not routinely undertake, nor do we have any obligation to undertake, any such verification.

(f). Other Users.  Bioceryx does not control, is not responsible for and makes no representations or warranties with respect to any user of our Services or their conduct.  You are solely responsible for your interaction with or reliance on any other user of our Services or their conduct.  You further understand that you may be exposed to content from others that is offensive, indecent or objectionable.

(g). Changes to the Services.  Bioceryx Services are constantly evolving and changing.  As a result, the Services may change at any time and without prior notice.  Bioceryx retains the right to, among other things, add, change, update, discontinue, suspend or limit the Services at any time at Bioceryx’s sole discretion.  Bioceryx may also terminate or suspend any account or delete any content at any time, with or without notice.

(h). Indemnification.  You agree to indemnify, defend and hold harmless Bioceryx and its affiliates, and their respective officers, employees, users, licensors and partners, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, relating to or arising out of your access to or use of the Services (including any use by your employees or agents), your breach of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or anybody using your account.

6.Bioceryx Intellectual Property

All materials available through the Services are the property of Bioceryx, affiliated companies and/or third-party licensors, and are protected by copyrights, trademarks and other intellectual property rights.  All trademarks, service marks, and trade names are proprietary to Bioceryx, or affiliated companies and/or third-party licensors.

7.Third Party Links

Bioceryx may provide links to third-party websites or other resources (“Linked Sites”).  Bioceryx has no control over these Linked Sites, and is not responsible for the operation of any Linked Site.  Bioceryx offers these links as a convenience only, and the availability of any Linked Site is not an endorsement of the content, or any products or services available on these Linked Sites, or an endorsement of any Linked Site’s owners, or its providers.  You acknowledge and agree that you access these Linked Sites at your own risk.  Any interactions or business dealings with advertisers or third parties other than Bioceryx found on or through our Services are solely between you and such advertiser or other third party.  Without limiting any of the above, Bioceryx will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Linked Website. 

8.disclaimer of warranties

(a). your access to, use of and reliance on the services is at your sole risk unless otherwise explicitly stated.  the services are provided “as is” “as available” and “with all faults”.  to the extent permissible by applicable law, bioceryx disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

(b). bioceryx does not endorse and is not responsible for (1) the accuracy or reliability of any content, opinion, advice, or statement made through the services by any party, (2) any content provided on or capabilities or reliability of any product, or (3) service obtained from linked websites.

(c). Some jurisdictions do not allow disclaimer of implied warranties.  In those jurisdictions, some of the disclaimers above may not apply.

9.limitation of liability

(a). bioceryx shall not be liable for any access to, use of or reliance on the services by you or anyone else, or for any transactions, communications, interactions, disputes or relations between you and any other person or organization arising out of or related to bioceryx or content or services accessed through bioceryx.

(b). your use of the services and any related products is at your own risk.  neither bioceryx, nor any of its subsidiaries, affiliates, officers or directors, nor any of its agents or any other party involved in creating, producing, or delivering the services or any related content or products, are liable for any direct, indirect, punitive, incidental, special, consequential or other damages arising out of or in any way connected with the use of the site whether based on contract, tort, strict liability or otherwise, even if advised of the possibility of any such damages.

(c). BIOCERYX’S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO $100. 

To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitations or exclusions may not apply.

10.Copyright Policy.  

(a). Bioceryx will investigate claims of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA").  If you believe that any content accessible through the Services has infringed your copyright, you may submit a written notification of claimed copyright infringement to the following Designated Agent: 

mli@bioceryx.com

or 

Bioceryx Technologies Inc.

Attn: Max Li

963 Industrial Road,

San Carlos, CA 94070

(b). DMCA Notification

To be effective, the notification must be written and include the following (please consult your legal counsel or see Section 512(c)(3) of the DMCA to confirm these requirements):

1.A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  

2.Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

3.Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.

4.Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

5.A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

6.A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

After removing material according to a valid DMCA notice, we will immediately notify the individual responsible for the allegedly infringing material that we have removed or disabled access to the material.

(c). How to Make a Counter Notification

If you are a registered user of our Services and you feel that material that you have placed online and that has been removed following an infringement complaint is in fact NOT an infringement, you may file a counter notification. Section 512 (g)(3) of the DMCA requires that, to be valid, the counter notification must be written and addressed to our Designated Agent (listed above) and must provide the following information:

1.A physical or electronic signature of the subscriber;

2.Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

3.A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

4.The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under or as agent of such person.

Our Designated Agent will present your counter notification to the person who filed the infringement complaint. Once your counter notification has been delivered, Bioceryx is allowed under the provisions of Section 512 to restore the removed material in not less than ten or more than fourteen days, unless the complaining party serves notice of intent to obtain a court order restraining the restoration.

(d). If you do not comply with all of the requirements of these copyright provisions, your DMCA notice or counter notification may not be valid.  Only DMCA notices and counter notifications should go to our Designated Agent.  If you send an email or notice to our Designated Agent without a proper subject line, or for purposes other than communication about copyright claims, we may not acknowledge or respond to your communication. Any other feedback, comments, requests for technical support, and other communications should be directed to our customer service at customer.service@bioceryx.com.

(f). It is our policy to terminate, under appropriate circumstances, any accounts of individuals who are repeat copyright infringers, and reserves the right, in its sole discretion, to terminate any access by individuals for actual or apparent copyright infringement.  

11.Termination

These Terms will continue until terminated.  You may terminate these Terms at any time and for any reason by deactivating your account and discontinuing your use of the Services, including but not limited to removing any materials we have provided to you from all of your devices.  Bioceryx may also terminate or suspend your account or your use of the Services at any time and for any reason with or without notice and without liability, including if we reasonably believe that you have violated these Terms, you have created any risks to Bioceryx or we have decided to stop providing the Services.

12.Applicable Law

These Terms are governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence.  To the extent Section 13 is not applicable, all claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Santa Clara County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. 

The Services are available to users globally.  If you are located outside the U.S., you (i) acknowledge and agree that these Terms are only being offered in English, and that if there is any translation of this Agreement, the English version shall govern; (ii) consent to the transfer, storage and processing of your information, including any User Content or personal information, in and to the United States (“U.S.”) and/or other countries; and (iii) acknowledge and agree that Services derived or obtained from Bioceryx may be subject to the U.S. export laws and the export or import laws of other countries, and  you agree to comply strictly with all such laws and, in particular, shall: (1) obtain any export, reexport, or import authorizations required by U.S. or your local laws; and (2) you understand that U.S. export control laws prohibit the export of certain technical data and software to certain territories, and that no software available from the Services may be downloaded or exported: (i)  into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

13.Dispute Resolution; Arbitration

(a). Dispute Resolution.  If you have any dispute with us, you must first give us an opportunity to resolve the dispute by sending a written description of your claim to us at legal@bioceryx.com.  We each agree to negotiate your claim in good faith.  If we are unable to resolve the claim within 60 days after we acknowledge receipt of this claim description, you may pursue your claim in arbitration as described below.

(b). Binding Arbitration.  We each agree that, except as provided below and to the extent permitted by law, any and all claims or disputes in any way related to or concerning these Terms or our Services, including any billing disputes, will be resolved by binding arbitration.  We each also agree that these Terms affect interstate commerce so that the Federal Arbitration Act and Federal Arbitration Law apply.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.  The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorneys’ fees).

(i). Arbitration.  Any dispute relating to these Terms or the Services that are not resolved by our dispute resolution process above may be resolved by binding arbitration to be held in the county of Santa Clara, California, in accordance with the rules then in effect of the American Arbitration Association.  The parties will mutually agree on a single arbitrator.  If the parties cannot mutually agree, the arbitrator will be appointed by the American Arbitration Association.  The arbitrator may grant injunctions or other relief in such dispute or controversy.  The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.  The party that does not prevail shall pay all of the costs and expenses of such arbitration, and each party shall separately pay its respective counsel fees and expenses.  The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and each party hereby irrevocably waives any claim to such damages.

(ii). Class Action Waiver.  We each agree that any proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a member in a class, consolidated or representative action.  If a court or arbitrator determines in an action between you and us that this Class Action Waiver is unenforceable, the arbitration agreement will be void as to you.

(iii). Jury Trial Waiver.  If, for any reason, a claim proceeds in court rather than through arbitration, we each waive any right to a jury trial.

(iv). Injunctive Relief.  You agree that any material breach of Section 6 of the Terms will result in irreparable harm to Bioceryx and damages would be an inadequate remedy.  Therefore, in addition to its rights and remedies otherwise available at law, Bioceryx will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs.  You waive any requirement for the posting of a bond or other security if Bioceryx seeks such an injunction.

14. General Terms

(a). You must not assign or otherwise transfer the Terms or any right granted hereunder.

(b). Sections 5.b, 5.c, 5.i, 6, 8 -14 survive will remain in full effect after termination or expiration of the Terms.

(c).Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement.  If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

(c).Bioceryx reserves the right at all times to disclose any information as Bioceryx deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Bioceryx’s sole discretion.

(e).A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.