Welcome to AminoChain — a novel bio-economy that connects medical institutions, streamlines translational research, and keeps the patient at the center of scientific progress.

The following Terms of Use ("Terms”) govern your use of the AminoChain specimen center, and the related software, products, services, protocols, networks, and technologies (the “Platform”) offered via the AminoChain webpages (including but not limited to https://aminochain.io/), software, and related applications (collectively, including the Platform, the “AmioChain Services” or the “Services”) offered or provided by AminoChain, Inc. and its affiliates (“AminoChain,” “we,” “us,” or “our”). 

You should read these Terms carefully, including Sections 5 and 6 which contain a non-exclusive list of risks in connection with use of the Platform and the AminoChain Services generally.  

Important Notice Regarding Arbitration Agreement/Class Action Waiver

WHEN YOU ACCEPT THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND AMINOCHAIN INDIVIDUALLY THROUGH BINDING ARBITRATION AND WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR IN YOUR RIGHT TO A JURY TRIAL TO RESOLVE ANY SUCH DISPUTE. 

PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING REQUIREMENT TO ARBITRATION DISPUTES AND RESOLVING ANY DISPUTE ON AN INDIVIDUAL BASIS  

1.0 Agreement

By using the AminoChain Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms do not use the AminoChain Services. 

If you are accessing and using the AminoChain Services on behalf of a company (such as your employer) or other legal entity (such as a trust or limited liability company of which you are a member), you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

2.0 Privacy Notice, e-Signature Agreement, and Applicable Additional Terms 

2.1 Privacy Noice. Your privacy and the security of information are important to us. Please carefully review the AminoChain Privacy Notice, located here for information about how we may collect, use, store, or share information from you.

2.2 e-Signature Agreement.  By using the AminoChain Services, you agree that any electronic signature, whether digital or encrypted, that is intended to authenticate a writing shall have the same force and effect as a manual signature to the fullest extent of the law. "Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including without limitation a checkbox, facsimile, or email signature.

2.3 Samples.  AminoChain Services include the Specimen Center, which connects collaborators, streamlines searches for biological material samples, and assists parties in reaching agreements and handling payments for exchange of money and samples.   “Samples” as used in these Terms, means biological or processed materials acquired or derived from living or deceased human beings, which may include but are not limited to: (i) solid specimens and certain materials processed directly from tissue, such as tissue sections on slides; (ii) all primary tissue including primary cells, whole explant/biopsy cells, whole blood, plasma, serum, certain body fluids (including bile, excreta and sputum); (iii) all samples and their derivatives, collected under informed consent on behalf of Procurer (as defined below) during clinical trials/studies; (iv) cell lines, stem cells (such as embryonic or adult stem cells), induced pluripotent stem cells, and other lab-grown biological materials; and (v) DNA and/or RNA derived from Sample(s) where traceable to individual donors.

You should understand the applicable terms, conditions, and restrictions on use and transferability for the Samples you sell or obtain through the AminoChain Services.

2.4 Specimen Center. The “Specimen Center” connects with biobank inventories globally to provide the most up to date sample availability allowing researchers to acquire tissues and identify better targets and therapies, faster. For the purposes of these Terms, each reference to “Provider” shall refer to the provider of Samples marketed or sold through the Specimen Center.  Any reference in these Terms to “Procurer” shall refer to the customer to which the Samples are advertised, marketed and/or supplied (Providers and Procurers may be referred to collectively as “Users”).  

Note that sales of Samples are business-to-business transactions subject to separate terms and conditions as reflected in such transaction documents (collectively, the “Provider-Procurer Agreements”). AminoChain is not a party to such Provider-Procurer Agreements. Any dispute regarding the sale of a particular Sample is between the Provider and the Procurer in that particular sale. All transactions on the Platform are final. 

3.0 Who may use the AminoChain Services

To use the AminoChain Services, you must be legally competent to form a binding contract and be eighteen (18) years old or older to create a Specimen Center Account (as defined below). You may be required to successfully complete our know-your-customer (“KYC”) verifications or provide other information before you will be granted full functionality to the Platform and the AminoChain Services. Providers must execute a separate AminoChain Specimen Center Provider Agreement to access Platform functionalities limited to Providers. In the event of any direct conflict between a Provider’s Specimen Center Provider Agreement and these Terms, the Specimen Center Provider Agreement shall govern. 

AminoChain may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of these Terms. AminoChain reserves the right to suspend your access to AminoChain Services while it gathers and processes any information requested and received and may refuse to restore access to the AminoChain Services if you do not provide complete and accurate information promptly upon AminoChain’s request. 

3.2 User representations.

You represent and warrant to AminoChain that you:

(a) are legally competent to form a binding contract and are eighteen (18) years old or older;

(b) are not a competitor of AminoChain and are not using the AminoChain Services for reasons that are in competition with or for the purpose of creating a competitive service to AminoChain; 

(c) are not otherwise barred from using the AminoChain Services under Applicable Law. For sake of clarity, “Applicable Law” includes all applicable laws, rules, regulations and standards including supranational, national and local legislation regulations, and any official guidelines and ethical principles that may be in effect from time to time, governing the donation, retention, use, storage, transfer, transportation and disposal of Samples and associated data for use in biomedical research and clinical development, including, but not limited to, Donor Consent, all applicable data privacy legislation, regulations and guidelines.

If you are an agent, you represent and warrant to AminoChain that you are acting with full authority to bind a principal who meets the foregoing criteria in subsections (a)-(c).  You and such principal shall be jointly and severally liable for any acts or omissions under these Terms.

4.0 Modifications of these Terms 

We may update these Terms from time to time in our sole discretion. If we do, we will notify you by posting revised Terms on this page with a revised “Last Updated” date, and we may (but are not required to) send other communications notifying you of such an update. It is important that you review these Terms whenever we update them. 

AminoChain may require you to provide consent to the updated Terms in a specified manner before further use of the AminoChain Services is permitted. Otherwise, by continuing to use the AminoChain Services after we have posted updated Terms, you are deemed to have accepted and agreed to the changes. If you do not agree to be bound by the changes, you may not use the AminoChain Services anymore. 

Because our services are evolving over time, we may change or discontinue all or any part of the AminoChain Services, at any time, at our sole discretion. 

5.0 Disclosure of risks

5.1 Due diligence. When purchasing or selling any Samples, you must rely on your own examination of the potential benefits and risks involved. You should thoroughly review all transaction documents provided to you and seek further independent financial, legal, and tax advice to determine whether you believe a proposed purchase meets your needs in light of your objectives, ethical standards, research needs, safety requirements, financial circumstances, and tax situation.

5.2 Sample risks. By using the AminoChain Services you acknowledge you have sufficient knowledge and understanding of the nature of Samples, and agree to and accept the following risks: 

• Information transmission can be disrupted. You accept the risk that our Platform could be affected by technical difficulties that may impede your ability to obtain, view, or deliver information or execute transaction, including in time sensitive transactions. 
  
  

• Cyberattacks may occur. You understand that fraud and cyberattacks occur and that your data may not be completely safe on any computer system or network. Certain transactions are irreversible, and losses due to fraudulent or accidental transactions may not be recoverable.
  
  

• Regulation. The regulatory statuses of marketing and sales of Samples and associated data for use in biomedical research and clinical development is unclear or unsettled in many jurisdictions.  It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, or rules that will affect the AminoChain Services. Such changes could limit the AminoChain Services.
  
  

• Third-party services disruption. You understand and agree that the AminoChain Services require the use of third-party resources that are not under the direction or control of AminoChain. These resources may become unavailable during times of especially high traffic, or due to potential changes of access to those third-party resources. You accept the risk that interruption or inaccuracy of third-party services may impede your ability to obtain, view, or deliver information or execute transactions, including in time-sensitive transactions. 

5.3 You are responsible for your decisions. AminoChain Services are offered to you on the express condition that you will fully evaluate your own financial and regulatory circumstances. You are fully responsible for your own decisions. You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. 

5.4 Tax Risks. Payments received by or through the AminoChain Services may be subject to certain tax reporting obligations. It will be your responsibility to account for, file, and pay any applicable taxes. It is your responsibility to determine the potential tax consequences of your receipt, use, or transfer of Samples including those transferred by or through the AminoChain Services.  

6.0 Platform Specific Issues

6.1 Donor Issues. “Donor” means a natural person from whom the Sample(s) originates. “Donor Consent” means the informed consent applicable to any Samples supplied to a Procurer, whether provided by Donor, next of kin, or other authorized person. “Donor Information” means the following information relating to a Donor of Samples: (i) year of birth of Donor; (ii) state of health of Donor and if applicable his/her agonal state; (iii) Donor’s medical history; (iv) details of any restriction on the Sample(s) in regards to Donor Consent; (v) Donor Consent documentation template relating to the relevant Sample(s), along with true, complete, accurate and not misleading details of how the actual Donor Consent signed by or on behalf of the Donor varies from such template; and (vi) country of collection of the Sample(s).

The Provider of any Samples on the Platform is responsible for sourcing (including, if relevant, the process to collect and/or prepare), storing, maintaining, handling, transporting and supplying Samples and related deliverables (including Donor Information and Donor Consent). AminoChain makes no representations or warrantees as to the Providers of Samples, and Procurers should carefully assess all aspects of any particular sale of Samples by or through the Platform prior to finalizing such a sale. 

7.0 Creating and using a Specimen Center Account

7.1 Specimen Center Account rules. To access all the features of the Platform or to acquire AminoChain Services, you are required to create an account with us (a “Specimen Center Account”). By opening a Specimen Center Account, you accept and agree to the following rules: 

• You must provide us with truthful, accurate, complete, and current account information and keep this information up to date. If you do not, we may suspend or terminate your account.
  
  

• AminoChain may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of these Terms or any other agreement to which you are a party. AminoChain reserves the right to suspend your access to AminoChain Services while it gathers and processes any information requested and received, and may refuse to restore access to the AminoChain Services if you do not provide complete and accurate information upon AminoChain’s request.
  
  

• You will not use the Platform for any prohibited activity, including but not limited to illegal activity that would violate, assist in violation of, or cause us to violate any applicable laws, or that would involve proceeds of any unlawful activity. 
     

• To protect your Specimen Center Account, you must keep your Specimen Center Account details and password confidential. Notify us right away by contacting us at privacy@aminochain.io if you detect any unauthorized use, or if you know of or suspect a breach of security of your Specimen Center Account.
  
  

• You are responsible for all activities that occur under your Specimen Center Account, whether or not you know about or consent to them.
  
  

• A description of the information we collect from you when you create a Specimen Center Account and how we use or share that information is contained in our Privacy Notice. 
  
  

You agree and understand that certain legal restrictions may impede or restrict our ability to deliver the AminoChain Services to you. You are solely responsible for determining whether the use of AminoChain Services is permitted in the jurisdiction where you live, and you shall not use any aspect of the Platform if such activity is not permitted in the jurisdiction where you live.

8.0 Rights related to the content available through AminoChain Services and Platform

8.1 Content. The AminoChain Services are data-driven and our Platform contains valuable content. When you access or use our Platform or accept, acquire, inquire about, purchase, or seek AminoChain Services, you may have access to and use of content, data, information, materials, functionality, a user interface and user experience, including, without limitation, analyses, audio-visuals, branding, code, data, formulas, graphics, images, listings, logos, music, offerings, performance metrics, programming, projections, reports, software, statements, summaries, text, tools, or works of authorship of any kind (collectively, “Platform Content”) that have been conceived and created by (a) AminoChain or its affiliates or their agents or third-party contractors (“AminoChain Content"), (b) nonaffiliated third parties that license Platform Content to AminoChain or its affiliates (“Third Party Content”), or (c) other users of AminoChain Services  (“User Content” and, together with AminoChain Content and Third Party Content, “Content”). AminoChain Services also may allow you to upload Content to the Platform (“Your Content”).  As between you and AminoChain, (i) AminoChain Content is and shall remain AminoChain’s sole and exclusive property, (ii) Third Party Content is and shall remain the sole and exclusive property of the nonaffiliated third parties that license such Content to AminoChain, (iii) User Content is and shall remain the sole and exclusive property of the other users of AminoChain Services who previously uploaded such Content to the Platform, and (iv) Your Content is and shall remain your sole and exclusive property.  For the sake of clarity, AminoChain Content and Third Party Content does not include open source software.

8.2 Right to Use. Subject to your continued compliance with these Terms and subject to our right to suspend or terminate your use or access as set forth in these Terms or as may be required by applicable law or legal order, you are granted a limited, nonexclusive, nontransferable, non-sub-licensable, and personal license to access and use the AminoChain Services, including Content and Your Content available at the Platform, solely to use the AminoChain Services.

8.3 Restrictions on Use: You hereby acknowledge and agree that:

• all Content is protected by copyright, patent, trademark, trade secret, proprietary, or other intellectual property rights and laws; 
  
  

• you will keep confidential and not disclose your Specimen Center Account information (including account details and passwords), in whole or in part, to any person for any purpose other than in connection with your own personal use of the AminoChain Services;
  
  

• you will not modify, copy, distribute, lease, loan, publish, scrape, sell, share, or incorporate into derivative works any Content, in whole or part, nor take measures to gather, mine, or extract through any means or methods the Content made available to you through the AminoChain Services;
  
  

• you will not use any meta tags or other hidden text or metadata utilizing any AminoChain or third-party trademark, logo, URL, or product name without our express written consent;
  
  

• you will not use or permit others to use Content for any commercial or other unauthorized purposes (including, without limitation, for any direct marketing or telemarketing lists or applications), and you will not use the AminoChain Services in a service bureau capacity or for the benefit of any third party;
  
  

• you do not acquire any proprietary rights, including intellectual property rights, in or to any Content (other than Your Content);
  
  

• you will not use Content in any way that violates any law, statute, ordinance, or regulation, or infringes upon the copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights or rights of publicity or privacy belonging to AminoChain, its affiliates, or any third party; and 
  
  

• you will not, and will not permit others to:
  
  

• use, display, mirror or frame our Platform or any individual element within AminoChain Services or the Platform, or the name, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a Platform or page belonging to AminoChain, without our express written consent;
  
  

• attempt to probe, scan, or test the vulnerability of our system or network or breach any security or authentication measures; 
  
  

• avoid, bypass, remove, deactivate, impair, de-scramble, or otherwise circumvent any technological measure implemented by us or any of our providers or other third party including another user to protect our Platform, the AminoChain Services, or Content;
  
  

• send unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  
  

• forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the AminoChain Services or Content to send altered, deceptive or false source-identifying information;
  
  

• attempt to decipher, de-compile, disassemble or reverse engineer any of the software used on or in connection with our Platform;
  
  

• interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus or overloading, flooding, spamming, or mail-bombing our AminoChain Services;
  
  

• access or use the AminoChain Services to collect from other users or store any other user’s personally identifiable information without their express written permission;
  
  

• use the AminoChain Services, or any portion thereof, for any commercial purpose or for the benefit of any third party, or in any other manner, except where otherwise permitted by these Terms; 
  
  

• impersonate, or misrepresent your affiliation with, any person or entity;
  
  

• employ, operate, or create any computer program to simulate the human behavior of a user (“Bots”) on the Platform (including the use or attempted use of Bots to sell or purchase Samples on the Platform);
  
  

• knowingly purchase or offer for sale any Sample that is stolen or otherwise taken from its rightful owner;
  
  

• use the AminoChain Services for money laundering, terrorist financing, or other illicit finance activity, to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity, to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, or any other illegally obtained items, or, unless expressly authorized in writing by AminoChain, to carry out any financial activities subject to registration or licensing

You acknowledge sole responsibility for, and assume all risk arising from, your use of or reliance on any Third-Party Content.  We reserve the right to investigate, or retain a third party to investigate, violations of these Terms or other conduct that affects our Platform, the AminoChain Services, our rights, or the rights of third parties. Your information may be provided to a third party to assist with those investigation efforts. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.  AminoChain reserves the right to immediately suspend your access to and use of the AminoChain Services if AminoChain suspects you have violated any obligations under this Section 8.3.

8.4 Your Content. For clarity, personal information, including financial information, that you provide to us to create a Specimen Center Account or to enter a transaction with us is NOT considered “Your Content” except to the extent that, in addition to providing such information to us to create a Specimen Center Account, you also post, share, or otherwise make such information publicly available to other users of the AminoChain Services, in which case the information that you publicly share will be considered Your Content.

By making any Your Content available through the AminoChain Services, you hereby grant to AminoChain and its affiliated companies an irrevocable, non-exclusive, transferable, sublicensable, worldwide, perpetual, royalty-free license with right to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute Your Content (a) in connection with operating and providing the AminoChain Services, and (b) for AminoChain and its affiliated companies’ marketing and promotional purposes 

You are solely responsible for all Your Content. You represent and warrant that you have (and will maintain) all rights that are necessary to grant us the license rights in Your Content under these Terms, and that Your Content is and will at all times throughout your use of the AminoChain Services remain accurate, complete, and truthful. You represent and warrant that Your Content, your use and provision of Your Content to be made available through the AminoChain Services, and use of Your Content by AminoChain, its affiliates, or other users on or through the AminoChain Services will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.  Without limiting any of your obligations set forth in Section 8.3, your agree not to post, upload, publish, submit, or transmit any Platform Content, or use Your Content or any other Content in a manner, that: (i) infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, proprietary or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages conduct that violates, any applicable law or regulation or could give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

8.5 No endorsement. We do not endorse any users of our AminoChain Services nor do we endorse Third Party Content, User Content, Your Content, or other products or materials available through or on the AminoChain Services. 

Our Platform may contain links or promotions for products and services of third parties, including companies that pay marketing or referral fees to us. Our promotion of such third-parties is intended to be a convenience to you, to introduce you to the company, and is not an endorsement of their services or products. You are never required to contact or use the services of the third parties mentioned to you by us. We disclaim any liability for any third-party information (including Third Party Content) or third-party products offered. 

Third party sites will have their own terms of use, privacy policies, and security practices that are different than ours. It is your responsibility to read and understand the policies and practices of those sites before agreeing to use the site. You acknowledge sole responsibility for, and assume all risk arising from, your use of third-party sites or services.

8.6 Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the AminoChain Services that you share with us, whether on our Platform, via email to privacy@aminochain.io or through other means (collectively, “Feedback”). 

Feedback shall not be considered Your Content. If you choose to submit Feedback, you agree that regardless of any confidentiality or other proprietary designation you may include with such Feedback we are free to use, modify and disclose it without any restriction or compensation to you and without attribution.

8.7 Endorsements and testimonials. You agree that any endorsements or testimonials you include in Your Content or Feedback (your “Testimonials”) will comply with:  (a) the U.S. Federal Trade Commission (“FTC”) Guidelines Concerning the Use of Testimonials and Endorsements in Advertising; (b) the FTC’s Disclosures Guide; and (c) the FTC’s Native Advertising Guidelines); and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law. 

You, and not AminoChain, are solely responsible for Testimonials you make regarding any product or service through the AminoChain Services. We may immediately suspend or terminate your use of the AminoChain Services or your associated Specimen Center Account for any breach of this section.

Further, you grant AminoChain and its affiliates the irrevocable, perpetual, royalty-free, non-exclusive, transferable, sublicensable, worldwide right to (i) use, in whole or in part, your Testimonials “as is”, edited, paraphrased, amplified, shortened or put in conversational form, whether made prior to or after the effective date of these Terms, and (ii) use, copy, publish, display, create derivative works of, and combine with other Content or materials, in whole or in part, your Testimonials, in each case (i) and (ii), in connection with any research and development activities and with any advertising, marketing and promotion (including, without limitation, in any and all forms of broadcast television media, print media, and digital and social media channels and applications now known or hereafter developed) of AminoChain’s or any of its affiliates’ products or services, whether existing prior to or prepared, developed or created after the effective date of these Terms.

8.8 Right to remove Content. We reserve the right, but are not obligated, to monitor and to remove or disable access to any Content on the AminoChain Services, including Your Content, and links, at any time, for any reason, and without notice, including without limitation if we, at our sole discretion, consider any such Content (including Your Content) objectionable, potentially in violation of applicable law, or in violation of these Terms. 

You can remove Your Content, but not your Feedback, by deleting it through our Platform. However, in certain instances, some of Your Content may not be completely removed and may continue to exist on the Platform. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) Your Content. 

9.0 Termination

These Terms (as may be amended from time to time by AminoChain) will continue to apply to you and your use of our Platform or AminoChain Services until your account or relationship with us is terminated.  

We reserve the right to suspend, cancel, or terminate your access to our Platform or Services, in our sole discretion, at any time, and without prior notice with or without cause. We may suspend, cancel, or terminate your Specimen Center Account if we believe you are using it for a purpose that is unauthorized, improper, illegal, or that could harm our company, our customers, or third parties. In addition, if you fail to comply with any of these Terms, then your access to our Platform or Services may be automatically terminated, without notice to you. You agree that we will not be liable to you or any third party for any termination of your account or access.

You may also cancel your Specimen Center Account at any time by sending an email to us at privacy@aminochain.io. 

Upon any termination, discontinuation, or cancellation of the AminoChain Services or your Specimen Center Account, the following provisions will survive: Section 3, 8, and 10-14.

NOTE: Termination of your access to the Platform or the AminoChain Services or voluntary termination of your Specimen Center Account does not automatically result in destruction of digital assets stored in any non-custodial digital wallet managed on your behalf by AminoChain. It may, however, result in your inability to further access the contents of that non-custodial digital wallet. 

10.0 Warranty disclaimers

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR (A) ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OR ACCESS TO INFORMATION OBTAINED THROUGH THE PLATFORM OR AMINOCHAIN SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED OR LINKED TO THE PLATFORM OR AMINOCHAIN SERVICES, (B) ANY IDENTIFICATION, MISIDENTIFICATION, OR IMPERSONATION OF ANY USER OF THE AMINOCHAIN SERVICES, OR (C) ANY LOSS OR DAMAGE ARISING FROM OR IN ANY MANNER IN CONNECTION WITH THESE TERMS. 

THE AMINOCHAIN SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “WHERE IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the AminoChain Services or any Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the AminoChain Services.

11.0 Indemnity

You will indemnify, defend, and hold harmless AminoChain, its affiliates and their respective officers, directors, employees, shareholders, contractors, and agents, from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the AminoChain Services or any Content; (b) Your Content; (c) your violation of these Terms or of any regulation or law in connection with the AminoChain Services or these Terms; (d) any action by a Procurer or Provider regarding a dispute over any Sample or the underlying Sample; or (e) the acts or omissions of any third party related to your use of the Platform, AminoChain Services, Your Content, or other Content.

12.0 Limitation of liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising from your use of the Platform and AminoChain Services remains with you. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER AMINOCHAIN NOR ANY OTHER OF ITS SERVICE PROVIDERS OR THIRD PARTIES INVOLVED IN CREATING, PRODUCING, PROMOTING, OR DELIVERING THE PLATFORM OR AMINOCHAIN SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, MULTIPLE OF DAMAGES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OR INABILITY TO USE THE PLATFORM OR AMINOCHAIN SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AMINOCHAIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF AMINOCHAIN, ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, SHAREHOLDERS, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS, TO YOU OR ANY THIRD-PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE FEES YOU HAVE PAID AMINOCHAIN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AMINOCHAIN AND YOU. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF DAMAGES SET FORTH ABOVE DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13.0 Dispute Resolution

13.1 Governing law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware including any conflicts of law provisions of the laws of the State of Delaware.

13.2 Class waiver. YOU AND AMINOCHAIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. If the parties’ Dispute is resolved through arbitration, the arbitrator shall not consolidate another person’s claims or otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this “Dispute Resolution” section shall be null and void.

13.3 Mandatory Arbitration. The parties hereto agree that any claim, controversy, or dispute arising out of or relating to these Terms, or the breach, enforcement, interpretation, termination, or validity of these Terms, or use of the Platform or AminoChain Services (collectively “Disputes”) will be resolved solely by binding, individual arbitration, except that you and AminoChain retain the right to: (a) bring an individual action in small claims court if it qualifies; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent (or enjoin) the infringement or misappropriation of a party’s patent, copyright, trademark, trade secret, or other intellectual property rights. The arbitration will be administered by the AMERICAN ARBITRATION ASSOCIATION ("AAA") in accordance with the Commercial Arbitration Rules and the Supplemental Procedures for Consumer Related Disputes (the "AAA Rules") then in effect. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the AAA Rules. The parties agree that the arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this Section 13, and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within ten (10) days of delivery of the demand for arbitration, then either party may request that the AAA appoint the arbitrator in accordance with AAA Rules. The arbitration shall be held in the State of New York and the arbitration proceedings shall be conducted in English.  Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The prevailing party in any Dispute arising out of these Terms shall be entitled to recover their reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

13.4 Injunctive and declaratory relief. The court of competent jurisdiction hearing any dispute shall determine all issues of liability on the merits of any claim asserted by either party and 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 that party’s individual claim. 

13.5 Severability. Except as provided in Section 13.2 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms are invalid or unenforceable, the other parts of these Terms will still apply.

14.0 General terms

14.1 Ownership of AminoChain Services. AminoChain and its licensors exclusively own all right, title, and interest in and to the AminoChain Services, including all associated intellectual property rights. You acknowledge that the AminoChain Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AminoChain Services.

14.2 Whole agreement. These Terms supersede and replaces any and all prior oral or written understandings or agreements between AminoChain and you regarding the AminoChain Services. In the event of any direct conflict between a Provider’s Specimen Center Provider Agreement and these Terms, the Specimen Center Provider Agreement shall govern.  

14.3 Survivability. With the exception of any of the provisions in the “Class Waiver” subsection above, if any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the "Dispute Resolution" section above or by court of competent jurisdiction), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. 

14.4 Assignment rights. You may not assign or transfer your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms, without such consent, will be null and void. AminoChain may freely assign or transfer its rights or obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

14.5 Notices. To the fullest extent of the law, any notices or other communications provided by AminoChain under these Terms, including those regarding modifications, will be given to you by via email or by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

14.6 No waiver. AminoChain’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of AminoChain Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

14.7 Force Majeure. If either party is wholly or partly unable to perform its obligations under these Terms by reason of any event beyond its reasonable control (an “Event of Force Majeure”), such party shall be relieved of such obligations to the extent, and for the period, that it is affected by the Event of Force Majeure.  An Event of Force Majeure may include, but not necessarily be limited to, fire, flood, earthquake, civil disturbance, war rationing, embargoes, strikes or lockouts, acts of God, or acts of government.  The party affected by the Event of Force Majeure shall use all reasonable efforts (having regard to industry practices) to remedy the situation and remove, so far as possible and with reasonable dispatch, the cause of its inability to perform. 

14.8 Captions. The captions in these Terms are for convenience of reference only and shall not govern the interpretation of any of the provisions hereof. 

15.0 Questions or Feedback

We welcome questions and feedback via email at privacy@aminochain.io.