Topia Life Sciences (“we”, “us” or “our”) is an innovative developer of health and wellness technologies. We operate this website, where you can learn more about our products and offerings and browse guidance on how to use our products in general (“Site”). We will refer to our Site as our “Services” in these Terms of Service (“Terms”). These Terms contain important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to your use of our Services.
Topia Life Sciences provides proprietary analysis tools and related research resources Topia Life Sciences does not provide any health care services, medical advice, or medical treatment and its Services are not for use in any diagnostic, treatment or therapeutic applications.
Please read these Terms carefully. By accessing our Services, you accept and are bound by these Terms. We may modify the Terms from time to time. All changes will be posted, and the effective date will be noted at the top of these Terms. Therefore, you should review it periodically so that you are up to date on our most current Terms.
You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Services. Internet connection and any associated charges are your sole responsibilities.
We reserve the right to suspend and/or terminate your account if you misuse our Services, or if you violate the Terms including, without limitation, engaging in any of the following prohibited activities:
Using the Services other than as permitted by applicable law;
use, upload, or
disclose
individually
identifiable protected health information (as defined under applicable law) to or through our
Services.
Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or
entity;
Give
access to your account to any person other than yourself;
share data that you have obtained as a
result of
your access with any party not authorized or intended to be the recipient of such data as
contemplated in these
Terms;
Attempt to interfere with or disrupt our servers or networks;
Copy, modify,
translate, adapt, or
otherwise create derivative works or improvements;
Reverse engineer, disassemble, decompile,
decode, or
otherwise attempt to derive or gain access to the source code;
Remove, disable, circumvent, or
otherwise
create or implement any workaround to any copy protection, rights management, or security
features;
Remove,
delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual
property or
proprietary rights notices, including any copy thereof;
Use for the implicit or explicit purpose
of
promoting or involving:
The violation of any applicable law, regulation, or code of ethics or
professional
conduct;
Fraud, deception, or impersonation;
to upload, post, email or otherwise transmit
any content
that you do not have a right to transmit under any law or under contractual or fiduciary
relationships (such as
inside information, proprietary and confidential information learned or disclosed as part of
employment
relationships or under nondisclosure agreements); or
any other activity that Topia Life Sciences
may deem,
in its sole discretion, to be unacceptable.
You are solely responsible for any claims arising
from
inappropriate use of the Services, your breach of the Terms, or the violation of any laws or
regulations. You
agree to hold Services harmless from all such claims.
Certain features or services offered on or through our Services may require you to provide login credentials. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of you failing to keep this information secure and confidential. You agree to notify Topia Life Sciences immediately of any unauthorized use of your account or password, or any other breach of security and understand you remain responsible, and may be held liable, for any activity on your account resulting from your failure to keep your account information secure and confidential.
Topia Life Sciences reserves the right to modify or discontinue its Services (or any portion thereof), temporarily or permanently, with or without notice to you, and is not obligated to support or update the Services. Topia Life Sciences shall not be liable to you or any third party in the event that we exercise our right to change, suspend, or discontinue all or any aspect of the Services at any time without notice.
We will only use your personal information as set out in our Privacy Notice.
Your right to use any of our Services under these Terms expires upon the earlier of termination or suspension by Topia Life Science, with or without cause, including, for example, if you violate these Terms. Upon termination of your authorization to use the applicable Services, you expressly agree to immediately cease use of the Services. Subject to applicable law, Topia Life Sciences reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Topia Life Sciences will have no further obligation to provide the Services.
Use of the Services may not be legal by certain persons or in certain countries. If you access the Services, you do so on your own initiative and are responsible for compliance with local laws. Use of our Services is void where prohibited.
You acknowledge that the Services are provided under license, and not sold, to you. Except the limited license rights provided herein, the Services, including all tangible and intangible rights therein, is and shall remain the sole property of us. Such proprietary rights belonging exclusively to Topia Life Sciences include but are not limited to all now known or hereafter known tangible and intangible rights, title, interest, copyrights (including, as applicable moral rights), trade secret rights, all rights in the underlying technology (whether or not patented or patentable) and all other related rights in and to the Services, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information. The Services are protected by all applicable intellectual property laws and international treaties.
Topia Life Sciences , the Services’ logos, and other product and service names of Topia Life Sciences are trademarks of Topia Life Sciences and you may not to display, reproduce or otherwise use these trademarks in any manner without prior written permission.
We welcome your comments regarding Topia Life Sciences and the Services. If you choose to send us your feedback, ideas and materials, we will maintain these submissions in our sole discretion and consider such to be irrevocably transferred to us. You understand and agree that by providing these submissions to us that you are irrevocably assigning any rights you may have in such to Topia Life Sciences and that Topia Life Sciences shall have the right, but not the obligation, to use these submissions perpetually, free of charge, and throughout the world without restriction.
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk.
Our Site may include links to other sites on the Internet that are owned and operated by third parties. You acknowledge that Topia Life Sciences is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding the content located on such sites. Use of third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible. Topia Life Sciences encourages you to review the terms of use and privacy policies of third-party sites.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Topia Life Sciences DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, Topia Life Sciences DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, Topia Life Sciences HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Topia Life Sciences is a technology platform and is not licensed to practice medicine or operate a pharmacy, nor do we recommend or prescribe treatment or medication. Topia Life Sciences is not responsible for the healthcare or advice provided by independent healthcare providers.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE SERVICES. IN NO EVENT SHALL OUR, OUR PARENT AND OUR SUPPLIERS’ CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES EXCEED THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO Topia Life Sciences IN THE PRECEDING TWELVE (12) MONTHS, OR (2) $100. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL Topia Life Sciences , ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree to defend, indemnify, and hold harmless Topia Life Sciences , its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use or inability to use the Services, other than as expressly authorized in these Terms, or your use of any information obtained from the Services.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Topia Life Sciences and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Service, or to any aspect of your relationship with Topia Life Sciences , will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Topia Life Sciences 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). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH Topia Life Sciences , YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST Topia Life Sciences ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST Topia Life Sciences IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS OF USE, INCLUDING THIS ARBITRATION AGREEMENT.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation
and enforcement
of this
Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting
arbitration and
describing your claim to us. The arbitration will be conducted by JAMS. Disputes involving claims
and
counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to
JAMS’s most
current version of the Streamlined Arbitration Rules and procedures available at
http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s
most current
version of the Comprehensive Arbitration Rules and Procedures, available at
http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at
www.jamsadr.com or
by calling JAMS at 800-352-5267. Payment of all filing, administration and arbitrator fees will be
governed by
the JAMS’s rules. Topia Life Sciences will reimburse all such filing, administration and arbitrator
fees for
claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
Authority of
Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive
authority
to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any
dispute related
to the interpretation, applicability, enforceability or formation of this Arbitration Agreement
including, but
not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The
arbitration
will decide the rights and liabilities, if any, of you and Topia Life Sciences . The arbitration
proceeding will
not be consolidated with any other matters or joined with any other cases or parties. The arbitrator
shall have
the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have
the authority
to award monetary damages and to grant any non-monetary remedy or relief available to an individual
under
applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement).
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
arbitrator has
the same authority to award relief on an individual basis that a judge in a court of law would have.
The award
of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND Topia Life
Sciences
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 Topia Life Sciences are instead electing that all claims and disputes shall be
resolved by
arbitration under this Arbitration Agreement, except as specified in Section 14(a) above. An
arbitrator can
award on an individual basis the same damages and relief as a court and must follow this Agreement
as a court
would. However, there is no judge or jury in arbitration, and court review of an arbitration award
is subject to
very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS,
AND REQUESTS
FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS
AND NOT ON A
CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PATIENT
OR USER
CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PATIENT OR USER. If a decision is
issued stating
that applicable law precludes enforcement of any of this subsection’s limitations as to a given
dispute, claim,
or request for relief, then such aspect must be severed from the arbitration and brought into the
State or
Federal Courts located in the State of Delaware. All other disputes, claims, or
requests for relief
shall be arbitrated.
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 address at the
end of these
Terms, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must
include your
name and address, your Topia Life Sciences username (if any), the email address that is associated
with your
Topia Life Sciences account (if you have one), and an unequivocal statement that you want to opt out
of this
Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms
will
continue to apply to you.
Delaware law governs these Terms, as well as any claim, cause of action or Dispute that might arise between you and Topia Life Sciences , without regard to conflict of law or choice of law rules. We make no representation that our Services are appropriate, legal or available for use in locations outside of the United States. If you choose to access our Services you agree to do so subject to the laws of Topia Life Sciences and the United States.
If any provision of these Terms are deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the fullest extent under law.
You agree that these Terms and any other agreements referenced herein may be assigned by Topia Life Sciences , in our sole discretion, to a third party in the event of a merger or acquisition.
These Terms shall apply in addition to, and shall not be superseded by, any other
written agreement
between us in
relation to your use of the Services.
These Terms are not assignable or transferable by you
without the
prior written consent of Topia Life Sciences , and any attempt to do so shall be void.
No waiver
by Topia
Life Sciences of any term or condition set out in these Terms shall be deemed a further or
continuing waiver of
such term or condition or a waiver of any other term or condition, and any failure of Topia Life
Sciences to
assert a right or provision under these Terms shall not constitute a waiver of such right or
provision.
If you have any questions or comments about these Terms, please contact us at: [email protected]