These Terms of Service (“Terms”) are a legal agreement between you and AminoChain, Inc. and its affiliates and subsidiaries (“AminoChain,” “we,” “us,” or “our”) governing your access to and use of AminoChain’s websites, applications, research platforms, software, and related services that link to these Terms (collectively, the “Services”).

The Services include the AminoChain Donor Portal, the AminoChain Donor Management System (“DOMS”), and related research services. The Donor Portal enables research participants and prospective participants to engage with research activities, while DOMS enables authorized researchers, study personnel, healthcare organizations, sponsors, and other professional users to conduct and manage authorized research activities.

Participation in research may also be governed by applicable informed consent forms, HIPAA authorizations, research protocols, Institutional Review Board (“IRB”) approvals, and other research documentation. Professional or institutional use may also be governed by a separate agreement between AminoChain and the applicable organization. Where applicable, those research documents or separate agreements may govern specific activities or uses of the Services.

Please read these Terms carefully before using the Services.

IMPORTANT NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER

THESE TERMS CONTAIN AN AGREEMENT TO RESOLVE CERTAIN DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT. EXCEPT AS DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW, YOU AND AMINOCHAIN WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Please review the Dispute Resolution section carefully.

1. Acceptance of These Terms

By creating an AminoChain account, accepting these Terms, or otherwise accessing or using the Services, you agree to these Terms. If you do not agree, you may not use the Services.

If you use the Services on behalf of an employer, research institution, healthcare organization, study sponsor, or other organization, you represent that you are authorized to do so.

These Terms govern your use of AminoChain’s Services. They do not constitute informed consent to participate in research.

2. Research Participation and Research Documents

Certain AminoChain Services support human-subject research, including research registries, biospecimen repositories, clinical and observational research, biospecimen collection, and longitudinal research.

Participation in research is governed by the informed consent, HIPAA authorization, research protocol, IRB or ethics approval, and other documentation applicable to that research activity. Depending on the program, AminoChain may sponsor or conduct research, operate a research registry or biospecimen repository, collaborate with other organizations, or provide technology and research services supporting research conducted by others.

These Terms do not constitute informed consent or independently authorize the use of your health information or biological samples for research. If these Terms conflict with an applicable informed consent, HIPAA authorization, or other IRB-approved research document regarding your research participation, the applicable research document will control.

Nothing in these Terms changes the voluntary nature of research participation or limits rights provided to research participants under applicable law or IRB-approved research documentation.

3. Institutional Agreements

If you use the Services on behalf of an organization that has an agreement with AminoChain, your use may also be subject to that agreement (“Institutional Agreement”). Institutional Agreements may include clinical trial, sponsored research, software, data use, business associate, material transfer, research collaboration, or similar agreements.

If an Institutional Agreement conflicts with these Terms regarding your authorized professional use of the Services, the Institutional Agreement will control to the extent of the conflict.

These Terms do not grant you rights to participant information, research data, biological samples, or other research materials beyond those authorized by applicable research approvals, participant consent, institutional permissions, and Institutional Agreements.

4. Privacy

AminoChain’s collection, use, disclosure, and protection of Personal Information through the Services is described in our Privacy Notice.

Information collected in connection with research may additionally be governed by an applicable informed consent, HIPAA authorization, research protocol, IRB approval, and other research documentation.

By using the Services, you acknowledge that you have reviewed the Privacy Notice.

5. Electronic Records and Signatures

The Services may allow you to review, consent to, authorize, acknowledge, or sign documents electronically. To the extent permitted by law, electronic records and signatures have the same legal effect as paper records and signatures.

For informed consent, HIPAA authorization, and other regulated research documents, AminoChain will use the electronic consent and signature processes applicable to the research activity.

You are responsible for reviewing documents before electronically signing or accepting them.

6. Eligibility

You may create and use an AminoChain account only if legally permitted to do so. Research studies may have separate eligibility requirements, and creating an account does not mean that you are eligible for any particular study.

Certain research programs may be approved to enroll minors or individuals who cannot independently provide legally effective consent. In those cases, participation will follow the consent, permission, assent, or legally authorized representative procedures required by the applicable research protocol, IRB, and law.

Professional users must be authorized by AminoChain and the applicable organization to access restricted professional or research functionality.

7. Accounts and Account Security

Certain Services require you to create an account (“Account”). You agree to provide accurate and current information and not to impersonate another person or misrepresent your identity, professional role, institutional affiliation, or research authorization.

You must keep your login credentials confidential and may not allow another person to use your Account. If you believe your Account or credentials have been compromised, you must promptly notify AminoChain.

AminoChain may use authentication, identity verification, role-based permissions, study or collection codes, institutional authorization, and other measures to control access to the Services and information.

Professional users may access only information authorized for their assigned role.

8. Communications

AminoChain may communicate with you about your Account, research participation, study activities, surveys, appointments, biospecimen collections, compensation or rewards, research opportunities, and other administrative or research-related matters. Communications may be delivered through the Donor Portal, DOMS, email, telephone, push notification, or other permitted channels.

If you separately opt in to receive text messages, AminoChain may send text messages consistent with your consent. Message frequency may vary, and message and data rates may apply. You may opt out at any time by replying STOP or request help by replying HELP or contacting AminoChain.

Consent to receive text messages is not a condition of creating an AminoChain Account or participating in research. Opting out of text messages does not withdraw you from research, revoke an informed consent or HIPAA authorization, or close your Account.

9. Research Participants and the Donor Portal

The Donor Portal enables individuals to interact with AminoChain and participating research programs.

Depending on the applicable research program, the Donor Portal may allow you to review and sign informed consent documents and HIPAA authorizations, provide health and demographic information, complete surveys and patient-reported outcomes, coordinate research visits or biospecimen collections, provide or authorize access to medical information, communicate with research personnel, receive educational and study-related information, receive compensation or rewards, learn about research opportunities, and remain engaged with research over time.

The specific research activities available to you depend on the applicable research program and your consent choices.

Creating a Donor Portal Account does not obligate you to participate in any research activity beyond activities to which you have separately agreed.

9.1 Research Registry and Biospecimen Repository

AminoChain may operate research registries and biospecimen repositories through which participants maintain an ongoing research relationship with AminoChain as described in the applicable informed consent.

This may include follow-up communications, health information and surveys, authorized medical records, biospecimen collections, additional research opportunities, and additional consent where required.

The collection, use, storage, analysis, sharing, and disposition of research information and biological samples are governed by the applicable informed consent, HIPAA authorization, research protocol, and law.

9.2 Biological Samples

If you provide biological samples through a research program, their collection and permitted uses will be governed by the applicable research documents.

Depending on the research to which you consent, samples may be processed, stored, analyzed, transferred to qualified research organizations, or used to generate genetic, genomic, transcriptomic, proteomic, metabolomic, microbiome, immunologic, or other research information.

These Terms do not independently authorize any use of your biological samples beyond the applicable research documents.

9.3 Research Results

Research conducted through the Services is generally intended to generate scientific knowledge rather than provide medical care.

Unless otherwise stated in the applicable research documents or Services, you should not expect to receive individual clinical or diagnostic results from research. AminoChain may provide certain research information, summaries, or selected research data where permitted by the applicable research program.

Research information provided through the Services is for research or educational purposes and should not be interpreted as medical advice, diagnosis, or treatment.

9.4 Compensation and Rewards

Some research activities may offer compensation, points, gift cards, reimbursements, or other rewards. Eligibility, amounts, timing, and other conditions may vary and will be described in the applicable study materials or Services.

Compensation is provided for eligible research activities and does not guarantee compensation for future activities. You are responsible for applicable taxes, except where AminoChain or another organization is required by law to report or withhold them.

10. Withdrawal From Research and Account Deletion

Research participation and your AminoChain Account are separate. You may withdraw from a research study or program as described in the applicable informed consent. Withdrawal generally stops future research activities or collection but may not affect information or biological samples already collected, shared, or used in research, as permitted by the applicable research documents and law.

You may separately request deletion of your AminoChain Account through the Services, where available, or by contacting us using the information in the Contact Us section below. Deleting your Account does not necessarily withdraw you from research, revoke a HIPAA authorization, or require deletion or destruction of previously collected research information or biological samples.

Similarly, withdrawing from one research study or program does not necessarily close your Account or withdraw you from other research programs in which you participate. To withdraw from research or revoke a research-specific authorization, follow the instructions in the applicable research documents.

11. Researcher and Professional Users

DOMS and certain other AminoChain Services are intended for authorized investigators, study coordinators, research personnel, healthcare professionals, institutional representatives, sponsors, and other professional users.

If you are a professional user, you may access participant information, research data, biospecimen information, study-management tools, or other restricted information only to the extent authorized by your assigned role.

You agree to comply with applicable research protocols, IRB requirements, informed consent restrictions, HIPAA and other privacy requirements where applicable, your institution’s policies, applicable Institutional Agreements, and all other laws and requirements governing your activities.

You may not access participant information out of curiosity or for personal purposes, use participant information for an unauthorized research or commercial purpose, attempt to identify participants from information that you are not authorized to link to their identities, share your credentials, provide unauthorized persons with access to the Services, download or copy information except as permitted, contact research participants except as authorized, or otherwise use research information beyond the permissions applicable to your role.

AminoChain may maintain audit logs of professional-user activity and may suspend access if we reasonably believe an Account is being used improperly or poses a privacy, security, regulatory, or research-integrity risk.

Your access to DOMS may also be modified or terminated at the direction of your institution, study sponsor, or other organization responsible for your access.

12. Ownership of the Services

DOMS and certain other AminoChain Services are intended for authorized researchers, study personnel, healthcare professionals, sponsors, institutional representatives, and other professional users.

Professional users may access participant information, research data, biospecimen information, and other restricted information only as authorized for their assigned role. You must comply with applicable research protocols, IRB requirements, informed consent restrictions, privacy requirements, Institutional Agreements, institutional policies, and law.

You may not access or use participant or research information for unauthorized purposes, attempt to re-identify participants except as authorized, share credentials or provide unauthorized access, improperly download or disclose information, or contact research participants except as authorized.

AminoChain may maintain audit logs and may suspend or restrict access if we reasonably believe an Account is being used improperly or poses a privacy, security, regulatory, or research-integrity risk. Access may also be modified or terminated at the direction of the organization responsible for your access.

13. Research Data and Participant Information

Personal Information, health information, biological samples, and research information are not treated as ordinary user-generated “content” under these Terms.

The rights applicable to research data, study data, biological samples, genomic information, participant information, and other research materials may be established by informed consent, HIPAA authorization, research protocols, Institutional Agreements, applicable law, and agreements among research collaborators.

These Terms do not alter ownership or use rights established in those documents.

AminoChain may process such information as necessary to operate the Services and as otherwise authorized by applicable research documentation, agreements, and law.

Where permitted, AminoChain may create aggregated or de-identified information from information processed through the Services and may use such information for scientific research, research feasibility, cohort discovery, analytics, platform development, service improvement, operational planning, and other lawful purposes consistent with our Privacy Notice and applicable research obligations.

14. Commercial Research

Research conducted or facilitated through AminoChain may include research sponsored or performed by biotechnology, pharmaceutical, healthcare, and other commercial organizations. AminoChain may receive research funding, service fees, licensing fees, platform fees, or other compensation in connection with these activities.

Participant information, biological samples, and research-derived information may be used in commercial research only as permitted by the applicable informed consent, research protocol, agreements, and law.

Research may contribute to discoveries, intellectual property, drugs, diagnostics, technologies, datasets, or other products or services with commercial value. Any participant rights to compensation, royalties, or other financial interests resulting from such research are governed by the applicable research documents.

15. Your Submissions

The Services may allow you to submit documents, communications, photographs, or other materials that are not governed as research data (“User Submissions”). You retain any ownership rights you have in your User Submissions.

You grant AminoChain a non-exclusive, worldwide, royalty-free license to use, store, process, and transmit User Submissions as reasonably necessary to provide and operate the Services, fulfill the purpose for which they were submitted, and comply with law. You represent that you have the right to provide your User Submissions.

This section does not independently authorize AminoChain to use health information, biological samples, or research information beyond what is permitted by applicable research documents, agreements, our Privacy Notice, and law.

16. Feedback

If you voluntarily provide suggestions, ideas, or other feedback regarding the Services (“Feedback”), AminoChain may use that Feedback without restriction or compensation to you, and you assign to AminoChain any rights in the Feedback necessary for such use.

Feedback does not include Personal Information, research data, or other information submitted through the Services for research purposes.

17. Acceptable Use

You may use the Services only for lawful and authorized purposes. You may not:

• violate applicable law, research requirements, privacy obligations, Institutional Agreements, or institutional policies;

• access information, Accounts, or systems without authorization, misrepresent your identity or authority, or share login credentials;

• interfere with the security or operation of the Services, introduce harmful code, circumvent access controls, or probe or test systems without authorization;

• scrape, systematically extract, copy, or access data through automated means except as authorized;

• reverse engineer, decompile, or attempt to derive source code from the Services except where such restrictions are prohibited by law;

• use participant or research information for unauthorized purposes, including advertising, solicitation, employment, insurance, or credit;

• attempt to re-identify individuals from coded or de-identified information except as expressly authorized; or

• use the Services or information obtained through them to develop or train a competing product or service without AminoChain’s written authorization.

You may not submit information that you are not legally or contractually permitted to provide.

AminoChain may investigate suspected violations and suspend or restrict access where reasonably necessary to protect participants, research organizations, AminoChain, or the Services.

18. Third-Party Services

The Services may use, integrate with, or provide access to third-party services, including cloud hosting and storage, communications, online forms, authentication, analytics, healthcare and electronic health record systems, laboratories, research services, and compensation providers.

Some third parties process information on AminoChain’s behalf as service providers, while others may provide independent services that you choose to use. Our use of service providers and their handling of Personal Information on our behalf is described in our Privacy Notice and subject to applicable agreements and law.

Independent third-party services may have their own terms and privacy practices. AminoChain is not responsible for the acts, services, content, or privacy practices of third parties acting independently and not on AminoChain’s behalf.

19. No Medical Advice

AMINOCHAIN DOES NOT PROVIDE MEDICAL CARE THROUGH THE SERVICES, AND THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

Information provided through the Services may relate to diseases, treatments, research, laboratory testing, or other health topics, but is provided for research, educational, or informational purposes.

Do not disregard professional medical advice or delay seeking medical care because of information provided through the Services.

The Services are not intended for emergency communications or medical care. If you believe you are experiencing a medical emergency, contact appropriate emergency medical services or seek immediate medical care.

Research personnel remain responsible for clinical decisions within their professional responsibilities. AminoChain’s provision of the Services does not establish a physician-patient relationship between AminoChain and a participant.

20. No Guarantee of Research Benefit or Participation

Participation in research may or may not provide a direct benefit to you.

AminoChain does not guarantee that you will qualify for or remain enrolled in a particular study, that a biospecimen will be collected or analyzed, that you will receive individual research results, or that research will produce useful information, scientific discoveries, or successful medical products.

Study-specific risks, benefits, procedures, and alternatives are described in the applicable informed consent and other research documents.

21. Service Availability and Disclaimers

AminoChain seeks to provide reliable Services but does not guarantee that they will always be available, uninterrupted, secure, or error-free. Maintenance, updates, third-party services, technical failures, cybersecurity incidents, regulatory requirements, or other circumstances may affect availability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND AMINOCHAIN CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AMINOCHAIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AminoChain does not warrant that information provided through the Services will always be complete or error-free or that defects will always be corrected.

Nothing in this section limits obligations that cannot lawfully be disclaimed.

22. Suspension and Termination

AminoChain may suspend, restrict, or terminate access to the Services if we reasonably believe you have violated these Terms, pose a security, privacy, or research-integrity risk, are accessing information without authorization, are no longer authorized by the applicable organization or study, or where necessary to comply with law or protect participants or the Services.

We may also modify or discontinue Services as our business and research programs evolve, subject to applicable contractual, research, and legal obligations. You may stop using the Services at any time.

Suspension or termination of your Account does not necessarily withdraw you from research or require deletion or destruction of research information, biological samples, audit logs, or other records that may be retained under applicable research documents, agreements, or law.

Provisions that by their nature should survive termination, including those concerning intellectual property, research information, disclaimers, limitations of liability, dispute resolution, and general legal terms, will survive.

23. Indemnification

To the extent permitted by law, if you use the Services in a professional, institutional, or commercial capacity, you agree to indemnify, defend, and hold harmless AminoChain and its affiliates, officers, directors, employees, and agents from claims, losses, liabilities, damages, and reasonable expenses arising from your material violation of these Terms, unauthorized use or disclosure of participant or research information, violation of applicable law or research requirements, or infringement of another person’s rights.

Research participants using the Donor Portal in their individual capacity are not required to indemnify AminoChain under these Terms for participating in research or using the Donor Portal as intended.

Any indemnification obligations under a separate Institutional Agreement will be governed by that agreement.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMINOCHAIN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMINOCHAIN’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID AMINOCHAIN FOR THE SERVICES DURING THE PRECEDING TWELVE MONTHS OR (B) ONE HUNDRED DOLLARS ($100).

These limitations do not apply to AminoChain’s obligations or a research participant’s rights or remedies under an applicable informed consent, HIPAA authorization, research protocol, or other IRB-approved research document, including any obligations concerning research-related injury. They also do not apply to liability that cannot lawfully be excluded or limited.

An Institutional Agreement may establish different limitations of liability or other remedies for institutional or commercial users, in which case that agreement will control.

25. Dispute Resolution

25.1 Governing Law

These Terms and disputes arising from them are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except where applicable law requires otherwise.

25.2 Informal Resolution

Before initiating arbitration, you and AminoChain agree to make a reasonable good-faith effort to resolve the dispute informally. The party initiating the dispute must provide written notice describing the dispute and requested relief, and the parties will have at least 30 days after receipt to attempt to resolve it.

25.3 Individual Arbitration

Except for disputes eligible for small claims court, claims seeking injunctive relief to protect intellectual property or prevent unauthorized access or misuse of confidential information, and claims or remedies arising under applicable informed consent, HIPAA authorization, research protocol, or other IRB-approved research documentation, disputes arising from these Terms or your use of the Services will be resolved by binding individual arbitration.

Arbitration will be administered by the American Arbitration Association (“AAA”) under the rules applicable to the dispute, including applicable consumer arbitration rules. The arbitrator may award the same individual remedies available in court to the extent permitted by law.

25.4 Class Action and Jury Trial Waiver

YOU AND AMINOCHAIN AGREE THAT CLAIMS SUBJECT TO ARBITRATION WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. TO THE EXTENT PERMITTED BY LAW, YOU AND AMINOCHAIN WAIVE THE RIGHT TO A JURY TRIAL FOR DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS.

If the class-action waiver is unenforceable with respect to a particular claim or remedy, that claim or remedy may proceed in a court of competent jurisdiction to the extent required by law.

Nothing in this section limits rights or remedies available to research participants under applicable research documents or law, or prevents anyone from reporting concerns to an IRB, ethics committee, regulator, government agency, or other appropriate authority.

26. Mobile Applications and App Stores

If you download an AminoChain application through the Apple App Store, Google Play, or another authorized application marketplace (“App Store”), your use of the application may also be subject to the applicable App Store terms.

These Terms are between you and AminoChain, not the App Store provider. AminoChain is responsible for the application and its content, and the App Store provider has no obligation to provide maintenance or support except as required by its terms or applicable law.

If an AminoChain application downloaded through Apple’s App Store fails to conform to an applicable warranty, you may notify Apple, and Apple may refund any purchase price paid for the application, if applicable. To the maximum extent permitted by law, Apple will have no other warranty obligation regarding the application.

Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to applications downloaded through the Apple App Store and may enforce the applicable provisions of these Terms against you.

27. Changes to the Services and These Terms

AminoChain’s Services and research programs may evolve over time, and we may modify these Terms periodically. When we do, we will update the “Last Updated” date and make the revised Terms available through the Services or our website.

If a change materially affects your rights or obligations, we may provide additional notice or require you to accept the revised Terms where appropriate or required by law.

Changes to these Terms do not modify or supersede an applicable informed consent, HIPAA authorization, IRB-approved research document, or Institutional Agreement.

If you do not agree to the revised Terms, you should discontinue use of the applicable Services.

28. General Terms

These Terms constitute the agreement between you and AminoChain regarding your use of the Services, except where an applicable research document or Institutional Agreement controls.

You may not assign these Terms without AminoChain’s prior written consent. AminoChain may assign them in connection with a merger, acquisition, restructuring, sale of assets, or as otherwise permitted by law.

If any provision is found invalid or unenforceable, the remaining provisions will remain effective, subject to the Dispute Resolution section. AminoChain’s failure to enforce any provision does not waive its right to do so later.

Neither party is responsible for a failure to perform caused by circumstances beyond its reasonable control, except for obligations that cannot legally be excused.

Nothing in these Terms creates an employment, partnership, joint venture, fiduciary, or agency relationship between you and AminoChain.

29. Contact Us

If you have questions about these Terms or your use of the Services, please contact:

Privacy and research-related requests:
privacy@aminochain.io

Technical support and account assistance:
support@aminochain.io

If you participate in a research study, your informed consent or other study materials may provide additional contact information for study-specific questions, concerns, withdrawal requests, participant rights, or other research-related matters.