Silene Biotech Terms of Service
Silene Biotech Labs Terms of Service
Date of Last Revision: 12/07/2017
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR SERVICES (INCLUDING BUT NOT LIMITED TO A) SUBMITTING A BLOOD SAMPLE FOR CELL EXTRACTION AND PROCESSING, B) UPLOADING A DIGITAL VERSION OF YOUR GENETIC INFORMATION, IF GENERATED, AND INTERACTING WITH IT ON THE SILENE BIOTECH WEBSITE, AND/OR C) CREATING AND USING A FREE SILENE BIOTECH ACCOUNT WITHOUT PROVIDING YOUR BLOOD SAMPLE) OR THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE.
These terms and conditions ("Terms of Service"), govern your (“you” or “your”) access to, and use of, the Site and services (“Services”) of miPS, Inc. dba Silene Biotech ("Silene Biotech"). These Terms of Service do not alter in any way the terms of any written agreement signed by you and Silene Biotech. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Service on such entity's behalf and the term “you” shall refer to you personally and such entity.
When using particular Silene Biotech Services, you shall be subject to any guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms of Service. Silene Biotech reserves the right to change or modify these Terms of Service or any policy or guideline of relating to the Services, at any time and in its sole discretion, upon thirty (30) days notice by email. If you do not accept such terms, you may discontinue your use of the Services by providing at least ten (10) days notice of cancellation by email.
If you have any questions regarding the use of the Services, please refer first to the support section of the Site. All other questions or comments about the Services or its contents should be directed to firstname.lastname@example.org.
You warrant and attest that you are at least eighteen (18) years of age.
· "Aggregated Genetic and Self-Reported Information" is Genetic and Self-Reported Information that has been stripped of Registration Information and combined with data from a number of other users sufficient to minimize the possibility of exposing personally identifying information while still providing scientific evidence.
· Cells means concentrated blood cells and blood stem cells from a blood sample.
· “iPSCs means induced pluripotent stem cells.
· "Silene Biotech" means miPS, Inc., whose principal business address is 4000 Mason Road, Lab 225, Seattle, WA, 98195.
· "Silene Biotech Research" means scientific research that Silene Biotech performs with the intent to publish in a peer-reviewed scientific journal or develop new technologies independently or in collaboration with research partner. Silene Biotech Research only uses self-reported information from users who have given consent via the Consent Document, as defined below.
· "R&D" means research and development activities performed by Silene Biotech on cells, samples, iPSCs and user data. These activities may include, among other things, improving our Services and/or offering new products or services to you; performing quality control activities; conducting data analysis that may lead to and/or include commercialization with a third party.
· "Personal Information" is information that can be used to identify you, either alone or in combination with other information. Silene Biotech collects and stores the following types of Personal Information:
· "Service" or "Services" means Silene Biotech’ cell processing and storage, products, software, services, and website (including but not limited to text, graphics, images, data and other material and information) as accessed from time to time by the user, regardless if the use is in connection with an account or not.
· "Registration Information" is the information you provide when registering for and/or purchasing our Services, including but not limited to your name, email, address, user ID and password, and payment information.
· "Genetic Information" is information regarding your genotype, which may be generated through processing of your blood cells by Silene Biotech or by its contractors, successors, and assignees; or otherwise processed by and/or contributed to Silene Biotech.
· "Self-Reported Information" is all information about yourself, including your disease conditions, other health-related information, personal traits, ethnicity, family history, and other information that you enter into surveys, forms, or features while signed in to your Silene Biotech account. Self-Reported Information is included in Silene Biotech Research only if it has been indicated for Silene Biotech Research use on the website and if you have given consent as described in the applicable Consent Document.
· "User Content" is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials - other than Genetic Information and Self-Reported Information-generated by users of Silene Biotech Services and transmitted, whether publicly or privately, to or through Silene Biotech.
· "Web Behavior Information" is information on how you use the Silene Biotech website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.
This agreement covers the collection of blood samples, processing of such samples to extract somatic cells, transform them into embryonic stem cell (ESC)-like cells, termed induced pluripotent stem cells (iPSCs), cryopreservation, and storage of somatic cells and iPSCs and possible DNA testing and reporting.
Whether you agree to submit your own blood sample, a blood sample for anyone for whom you have legal authority to agree, or otherwise provide your own Genetic Information, you may not use the Services and may not accept the Terms of Service if (1) you are not of legal age to form a binding contract with Silene Biotech, or (2) you are a person barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you use the Services.
4. Description of the Services
The Services include access to the Silene Biotech public website and personal cell processing and storage services, including the collection and analysis of your blood sample. Unless explicitly stated otherwise, each new feature that augments or enhances the current Service shall be subject to the Terms of Service. You acknowledge that the cells are being stored for potential therapeutic use by you or a first or second degree relative (i.e., parents, siblings, children, grandparents, aunts, uncles, nieces and nephews). You understand that storage of cells does not guarantee that they will be suitable for any medical treatments or that treatments will work and only a doctor can determine when and if they can be used. You acknowledge that although research is ongoing, iPSCs are not currently approved for medical treatments in the United States. As research progresses and scientific knowledge and technology evolve, Silene Biotech is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Silene Biotech provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Silene Biotech may stop (permanently or temporarily) providing some Services (or any features within the Services other than cell storage) to you or to users generally at Silene Biotech’ sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Silene Biotech when you stop using the Services, with the exception of long-term cell storage, unless you are requesting closure of your account.
Silene Biotech uses email as our primary means of communication. In order to use our Services, you must maintain Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are solely responsible for paying such fees. In addition, you must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device. You are solely responsible for providing such equipment. You acknowledge and agree that while Silene Biotech may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Silene Biotech at any time, at Silene Biotech' discretion.
5. Risks and Considerations Regarding Silene Biotech Services
Silene Biotech may not be able to process your initial sample and may need to collect additional samples to have an adequate number of cells. Silene Biotech may not be able to process your sample if your blood does not contain a sufficient number of blood-related cells, you do not provide a large enough volume of blood, the results from processing do not meet our standards for quality or the sample is contaminated. If the initial processing fails for any of these reasons, Silene Biotech will reprocess an additional sample(s) at no charge to the user. If the user declines this option, the user is entitled solely and exclusively to a complete refund of the amount paid to Silene Biotech. If the user opts to receive another blood draw and Silene Biotech’ attempts to process the second sample are unsuccessful, Silene Biotech will offer an additional blood draw or the user will be entitled solely and exclusively to a complete refund of the amount paid to Silene Biotech. If the user receives a refund and then resubmits another sample through a future purchase of the service and processing is not successful, Silene Biotech will not offer to reprocess the sample or provide the user a refund. Even for processing that meets our high standards, a small, unknown fraction of users have cells that are difficult to isolate, expand and store.
Before use, if any, of the cells by a physician, it is probable that they will be tested for irregularities (e.g., cancer cells), which could affect a physician’s decision to use them. The physician could determine that the cells are nonetheless usable, regardless of irregularity. As a result, unless stated otherwise herein, Silene Biotech will store all cells regardless of irregularity.
The storage of the cells does not guarantee their suitability for any or all types of future use. Release of the cells may be prohibited by federal and/or state law due to contamination status, the presence of communicable disease or any other reason. In the event cells are available for use, only Silene Biotech and a qualified physician can decide whether the use of the stored cells outweighs any potential medical risk. We do not provide medical advice or therapies. Our Services are for purposes of preservation of cells as well as for research, informational, and educational purposes. The Services are not intended to be used by the customer for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of your physician or other health care provider with any questions you may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of your health.
Silene Biotech does not endorse, warrant or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on our website. If we provide to you on our website any recommendations that identify for you, based on your Genetic and Self-Reported Information and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with your physician or other healthcare provider. Silene Biotech believes that (a) genetics and cell storage are only part of the picture of any individual's state of being, (b) the state of the understanding of Genetic Information is rapidly evolving and at any given time we only comprehend part of the picture of the role of genetics, and (c) only a trained physician or other health care provider can assess your current state of health or disease, taking into account many factors, including in some cases your genetics as well as your current symptoms, if any. Reliance on any information provided by Silene Biotech, Silene Biotech employees, others appearing on our website at the invitation of Silene Biotech, or other visitors to our website is solely at your own risk.
You understand and agree that test results may be used for research purposes and for analyses and in publications, provided that they are aggregated with other data and do not contain any personally identifying information.
6. User Representations
By accessing Silene Biotech Services, you agree to, acknowledge, and represent as follows:
A. You understand that information you learn from Silene Biotech is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of medical and clinical information. You understand that the Silene Biotech services are intended for cell preservation, research, informational, and educational purposes only.
B. You give permission to Silene Biotech, its contractors, successors and assignees to perform genotyping services on the cells extracted from your blood sample, either during initial processing or in the future for purposes of quality control only; additional genotyping may be performed for data collection only if properly consented.
C. You are guaranteeing that any sample you provide is your blood, or; if you are agreeing to these Terms of Service on behalf of a person for whom you have legal authorization, you are confirming that the sample provided will be the sample of that person. Notice is hereby provided that online impersonation of another person constitutes a crime in some states and may subject you to statutory and common law liability.
D. If you are a customer outside the U.S. providing a blood sample, you represent and warrant that Silene Biotech’ receipt and processing of your sample is not illegal, subject to any export ban or restriction in the country in which you reside.
E. You agree that any blood sample you provide and all resulting data may be transferred and/or processed outside the country in which you reside.
F. You are warranting that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee.
G. You are aware that any future Genetic Information you may receive may provoke strong emotion.
H. You take responsibility for all possible consequences resulting from your sharing with others access to your Genetic Information and your Self-Reported Information.
J. Waiver of Property Rights: You understand that by providing any cell samples, having your Genetic Information processed, allowing Silene Biotech to access your Genetic Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developments of Silene Biotech or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Genetic Information, Self-Reported Information, or donated cells.
You represent and warrant that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations Silene Biotech has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify Silene Biotech and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
7. Account Creation, Customer Account, Payment, Password, and Security Obligations
In consideration of your use of the Services, you agree to: (a) provide true, accurate, current, and complete Registration Information about yourself as prompted by the Service; and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any Registration Information that is untrue, inaccurate, not current, or incomplete, or if Silene Biotech has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, Silene Biotech has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
For those who have chosen to purchase services, you agree to pay the amounts selected by you for the particular Services selected by you. For consideration of lifetime storage service, the length of storage is defined to be 20 years from day of blood draw. However, samples can be held for longer, either with no cost to the customer or with notification and an additional storage fee. All charges and payments shall be in U.S. dollars. For those customers making payment by credit card, PayPal or other non-cash method, you authorize Silene Biotech to bill your account for the amount payable for the selected Services. In the event that Silene Biotech chooses to increase rates, it shall provide you with email notification of such increase at least thirty (30) days in advance and you may elect to terminate the Service prior to such increase becoming effective by contacting Silene Biotech by email. You must promptly inform Silene Biotech of any changes in your credit card information. You may make changes to your account information on your User Profile webpage. Silene Biotech reserves the right to collect certain taxes or other assessments from you in order to comply with local, state, Federal, or international laws and regulations, as required now or later imposed. If you claim exemption from any taxes, you shall provide Silene Biotech with documentation required by the taxing authority to support an exemption. Silene Biotech shall not issue any refunds except as explicitly provided herein and otherwise within its sole discretion. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities made possible through the use of your password or account. If you allow third parties to access Silene Biotech’ website through your username and password, you will defend and indemnify Silene Biotech and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to (a) immediately notify Silene Biotech of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Silene Biotech cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
8. Limited License
You acknowledge that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not Silene Biotech, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.
You acknowledge that the Services content presented to you as part of the Services, whether original Silene Biotech Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by Silene Biotech and/or the sponsors who provide that content to Silene Biotech (or by other persons or companies on their behalf). Silene Biotech grants you a Limited License to copy and distribute free of charge, for non-commercial purposes only, any of the Services content of the website and any other content marked as not subject to this Limited License on the website, provided you: (i) provide the Services content as it appears on the Silene Biotech website with no changes including but not limited to presenting selections which might tend to misrepresent the substance of the Services content; (ii) include the following attribution on the first page of any materials you distribute: “© miPS, Inc. 2015. All rights reserved; distributed pursuant to a Limited License from Silene Biotech”; (iii) agree you have no right to offer anyone else any further right with respect to the Services content. You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Services content (either in whole or in part) unless you have been specifically told that you may do so by Silene Biotech or by the owners of that content, in a separate agreement.
9. Customer Conduct - Unlawful and Prohibited Use
As a condition of your use of the Services, you warrant to Silene Biotech that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. Furthermore you agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with Silene Biotech, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) "stalk" or otherwise harass another; (5) 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); (6) use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use; (7) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("Rights") of Silene Biotech or any other party; (9) harm minors in any way; (10) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (12) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (13) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site, unless explicitly permitted by Silene Biotech; (14) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Silene Biotech’ website; (15) attempt to or actually override any security component of Silene Biotech web services; (16) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (17) violate these Terms of Service, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with Silene Biotech; or (18) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.
You acknowledge and agree that you are solely responsible for (and that Silene Biotech has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Service and for the consequences (including any loss or damage which Silene Biotech may suffer) of any such breach. In case of breach of any one of these agreements Silene Biotech has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify Silene Biotech and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
If you violate the terms of this Section and/or Silene Biotech has a reasonable ground to suspect that you have violated the terms of this Section, Silene Biotech has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
10. Export Control and Applicable Laws and Regulations
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree 1) that providing your sample is not subject to any export ban or restriction in the country in which you reside, 2) that your sample and data may be transferred and/or processed outside the country in which you reside, and 3) that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access Silene Biotech’ Services online.
11. Material Posted Through the Service
Silene Biotech does not control any of the User Content posted by users via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such User Content. You understand that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will Silene Biotech be liable in any way for any non-Silene Biotech content, including, but not limited to, any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content posted, emailed, or otherwise transmitted via the Services.
You acknowledge that Silene Biotech and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or move any content that is available via the Services. Without limiting the foregoing, Silene Biotech and its designees shall have the right to remove any content that violates the Terms of Service or is deemed by Silene Biotech, in its sole discretion, to be otherwise objectionable. You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
12. Material Provided to Silene Biotech - Your Proprietary Rights
You are the owner of your own sample, cells and subsequent iPSCs. However, as part of QC process Silene Biotech may occasionally thaw some cells to make sure they can be thawed successfully. The thawed cells will be de-identified and donated to Silene Biotech cell bank and once de-identified, are owned by Silene Biotech. This will be true only if you opt in to this QC process during purchase of our service.
For non-lifetime customers, in the event that Silene Biotech does not receive your payment for continued Service, Silene Biotech: i) may suspend your account, and ii) will attempt to contact you by email and, if necessary, US Postal service. When your account is delinquent for one year, Silene Biotech may terminate your account and transfer your cells to the Silene Biotech cell bank. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law and in the event that your account becomes more than 60 days delinquent, Silene Biotech you will be required to pay a $100 administrative charge in addition to any outstanding fees and interest in order to reactivate your account.
In the event that Silene Biotech receives a communication directing it to destroy your cells, the cells will not be immediately destroyed absent court order - and Silene Biotech will require verification of the identity of the person making the request. One year after receipt of such communication, Silene Biotech will destroy your cells. Silene Biotech shall not be liable for the loss of your cells resulting from a third party’s fraudulent claims to be you.
In the event that you wish to assign the rights and obligations under this Agreement to a third party, such as parents, siblings, children, grandparents, aunts, uncles, nieces and nephews, this new party must agree to these Terms of Service.
You understand that once you assign the rights and obligations under this Agreement to a third party, this Agreement will become null and void.
In the event of a dispute between you and any third party over ownership of the cells, Silene Biotech will continue to provide the Services, provided that all payments have been and continue to be made, until such time as Silene Biotech is presented with a final court order that mandates a change in ownership. At such time, the new owner will be provided an opportunity to sign agree to these Terms of Service or otherwise provide Silene Biotech with instructions to discontinue the Services.
Absent either contrary instructions from you or a final court order, as long as Service fees continue to be paid, cells will be subject to these Terms of Service.
You understand that you are allowed to request the cells be transferred to another cell storage service provided that all state and federal regulations are followed. You understand that you are responsible for all shipment expenses and an administrative fee if you transfer the cells to another service. You understand that in order to transfer the cells, you will need to sign Silene Biotech’ Transfer Agreement.
In the event that the cells are requested for transplant or other treatment (including use in a clinical trial), Silene Biotech requires authorization and an informed consent to release the cells for such purpose, as well as a written request from a physician/researcher qualified to perform a stem cell transplant or other treatment. The cells may only be used for your treatment or a first or second degree blood relative with some exceptions. The Silene Biotech’ Medical Director, along with the treating physician/researcher, are responsible for donor eligibility determination and acceptability of the cells in the requested treatment prior to release of the unit, except in situations of urgent medical need, in which case, the donor eligibility determination may be made after the release of the cells. Silene Biotech will only release the cells in accordance with federal and state regulations. If the cells are eligible for transplant or clinical trial, Silene Biotech will transfer the cells to the identified facility. You understand that you are responsible for all shipment expenses. If all of the cells are used in treatment and you have prepaid for that years’ storage (annual customers only), Silene Biotech will refund or prorate the storage fees, as applicable.
User Content. Silene Biotech does not claim ownership of the User Content you provide to Silene Biotech (including feedback and suggestions) or post, upload, input, or submit to the Service. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services. However, by submitting, posting, or displaying User Content, you give Silene Biotech, its affiliated companies, sublicensees (including but not limited to sublicensees who avail themselves of the Limited License granted in Section 8 above) and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for Silene Biotech to make such User Content available to other companies, organizations, or individuals with whom Silene Biotech has relationships, and to use such User Content in connection with the provision of those services.
You understand that Silene Biotech, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license shall permit Silene Biotech to take these actions. You represent and warrant to Silene Biotech that you have all the rights, power, and authority necessary to grant the above license.
Genetic and/or Self-Reported Information. Disclosure of personally identifying Genetic and/or Self-Reported Information to third parties will not occur without explicit consent, unless required by law. Note that Silene Biotech cannot control any further distribution of Genetic and/or Self-Reported Information that you share publicly on the Silene Biotech website. You acknowledge and agree that you are responsible for protecting and enforcing those rights and that Silene Biotech has no obligation to do so on your behalf.
Your Sample and cells. Your blood sample, once submitted to us, is processed in an irreversible manner and cannot be returned to you in its original form. See our website for more information on sample processing.
Waiver of Property Rights. As stated above, you understand that by providing any sample, having your cells processed and stored, accessing your Genetic Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by Silene Biotech or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Genetic Information or Self-Reported Information.
You agree to defend and hold Silene Biotech, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User Content you submit, post to, or transmit through the Service; your use of the Service; your connection to the Service; your violation of the Terms of Service; or your violation of any rights of another.
14. No Resale of Service
Other than pursuant to the terms of the Limited License in Section 7 of this Terms of Service or unless otherwise agreed in a separate agreement between you and Silene Biotech, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Service, use of the Service, or access to the Service.
15. General Practices Regarding Use and Storage
You acknowledge that Silene Biotech may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that the cells, Personal Information and Services content will be retained by the Service, the maximum disk space that will be allotted on Silene Biotech’ servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that Silene Biotech has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services; or for the loss of Genetic Information due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge that Silene Biotech reserves the right to change these general practices and limits in its sole discretion.
16. Modifications to Service
Silene Biotech reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), other than long-term cell storage, with or without notice. You acknowledge and agree that (i) modifications may result in a delay in computations for some of the Silene Biotech features or Services, and (ii) Silene Biotech shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
The Software that you use may from time to time automatically download and install updates from Silene Biotech. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit Silene Biotech to deliver these to you) as part of your use of the Services.
You acknowledge that Silene Biotech may offer different or additional technologies or features with regard to processes that may be applied to your cells, uses for your cells, technologies or features for collection and/or interpretation of Genetic Information in the future and that your initial purchase of the Service does not entitle you to any different or additional technologies or features without fee, and that you will have to pay additional fees in order to obtain such different or additional Services..
These Terms of Service will continue to apply until terminated by either you or Silene Biotech as set out in this Section.
You may cancel this Agreement at any time by contacting Silene Biotech. If this Agreement is cancelled, Silene Biotech will refund or prorate any remaining payment balance.
In the event that you wish to discontinue the Service(s), you agree to sign Silene Biotech’ Termination Agreement and provide proof of your identity.
Upon your termination, you may donate the cells Silene Biotech research or you may instruct Silene Biotech to destroy the cells according to Silene Biotech’s standard operating procedure, which may allow Silene Biotech to defer destruction of the cells until a later time.
If you instruct Silene Biotech to destroy the cells, the cells will not be used for any purpose during the period of time prior to destruction, including but not limited to any therapeutic or research purpose.
In the event that you wish to transfer the cells to another appropriate entity and your account is in good standing (i.e., account is current), you agree to inform Silene Biotech Customer Service in writing of your request to transfer.
Upon receipt of this request, Silene Biotech will communicate all transfer requirements to you.
Silene Biotech may terminate your Service upon written notice to you if for any reason you fail to pay any required fees within sixty (60) days of the payment due date.
Silene Biotech’ written notice will provide you with a final opportunity to become current with any payment obligations to Silene Biotech. Termination of your legal agreement with Silene Biotech is essentially a forfeiture of your ownership of your stored cells and any and all data associated with your account and your cells.
Silene Biotech may at any time, terminate its Services (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of the Terms of Service (or have acted in a manner which shows that you do not intend to, or are unable to comply with, the provisions of the Terms of Service); (2) Silene Biotech is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) the partner with whom Silene Biotech offered the Services to you has terminated its relationship with Silene Biotech or ceased to offer the Services to you; (4) Silene Biotech is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (5) the provision of the Services to you by Silene Biotech is, in Silene Biotech’ opinion, no longer commercially viable.
Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that Silene Biotech shall not be liable to you or any third party for any termination of your access to the Services.
18. Survival of Terms
When the Service is terminated, Sections 4-6, 8-14, 16-27 shall survive indefinitely.
19. Dealings with Information Providers and Listed Resources
Your correspondence or business dealings with-or participation in promotions of-information providers, vendors, and/or resources found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such information provider or resource. You acknowledge and agree that Silene Biotech shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Service.
20. Hyperlinks and the Silene Biotech Website
The Service provides, and third parties may provide, links to other sites and resources on the Internet. Because Silene Biotech has no control over such sites and resources, you acknowledge and agree that Silene Biotech is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Silene Biotech shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.
21. Silene Biotech’ Proprietary Rights
You acknowledge and agree that Silene Biotech (or Silene Biotech’ licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Silene Biotech and that you shall not disclose such information without Silene Biotech’ prior written consent.
You further acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services or sponsors is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Silene Biotech, you agree not to-and not to permit anyone else to-modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of Silene Biotech and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
miPS, Inc., Silene Biotech, and other Silene Biotech logos and product and service names are trademarks of Silene Biotech and these marks together with any other Silene Biotech trade names, service marks, logos, domain names, and other distinctive brand features are the "Silene Biotech Marks". Unless you have agreed otherwise in writing with Silene Biotech, other than through the Limited License in Section 7, nothing in the Terms of Service gives you a right to use any Silene Biotech Marks and you agree not to display, or use in any manner, Silene Biotech Marks.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.
Unless you have been expressly authorized to do so in writing by Silene Biotech, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
For any Software not accompanied by a License Agreement, Silene Biotech grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer. You may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Silene Biotech, in writing. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Silene Biotech, in the manner permitted by the Terms of Service. Unless Silene Biotech has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Silene Biotech for use in accessing the Service. Any rights not expressly granted herein are reserved.
22. Confidentiality of Health Information
23. Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Silene Biotech EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
EXCEPT AS EXPRESSLY STATED HEREIN, SILENE BIOTECH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUCCESS OF THE COLLECTION, TRANSPORTATION, TESTING, PROCESSING, CRYOPRESERVATION, OR STORAGE PROCESS.
Silene Biotech MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Silene Biotech OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. Silene Biotech DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, Silene Biotech SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
24. Limitation of Liability
WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT Silene Biotech SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DEATH, ILLNESS, DAMAGES FOR PERSONAL INJURY, DAMAGE TO REPUTATION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Silene Biotech HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES, (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.
In the event your blood, iPSCs, or other sample is not successfully processed and/or stored due to any problems or failures in the collection, transportation, testing, cryopreservation, or initial storage process by Silene Biotech, the only payment you would be entitled to is a refund of any amounts previously paid.
You understand that external factors such as delays in transportation, extreme temperatures, and improper collection are beyond the control of Silene Biotech and you agree to hold Silene Biotech harmless for any deterioration or degradation of the blood sample or iPSCs that are attributable to such external factors.
You understand that there are currently no FDA approved medical procedures that may be used in connection with the iPSCs—that they involve undeveloped techniques and procedures, and that there is no guarantee or assurance of a successful outcome in the event that the iPSCs are required for use.
You hereby release Silene Biotech and its officers, directors, employees, agents, affiliates, successors and assigns from any and all liability for any and all loss, harm, damage or claim of any kind in connection with Silene Biotech’ Service(s) beyond the amount that you have paid for the Services.
You understand and agree that you are giving up certain rights that you might otherwise have, now or in the future, to sue or otherwise seek monetary damages or other relief against Silene Biotech for any reason relating to the Service(s) other than the rights that you are explicitly granted herein.
You understand that Silene Biotech will not be liable for nonperformance of this agreement (including the loss or destruction of your samples or the iPSCs) in the event of a force majeure which may include without limitation, natural disasters, strikes, acts of God, war, non-temporary power failures, terrorist attacks, and government regulations.
Notices to you may be made via either email or regular mail. Silene Biotech may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on or through the Services.
Official notices related to this Terms of Service must be sent to us at: miPS, Inc.
4000 Mason Road, Lab 225, Seattle, WA 98195
Additionally, Silene Biotech accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
26. Violation or Suspected Violation of Terms of Service
If you violate the terms of these Terms of Service and/or Silene Biotech has a reasonable ground to suspect that you have violated the terms of these Terms of Service, Silene Biotech has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
A. Entire Agreement. The Terms of Service constitute the entire agreement between you and Silene Biotech and govern your use of the Services, superseding any prior agreements between you and Silene Biotech on this subject. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software
B. Applicable law and arbitration. Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with Silene Biotech arising out of or relating to the Agreement ("Disputes") shall be governed by Washington law regardless of your country of origin or where you access Silene Biotech, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods, which shall not apply to this Agreement. Except as provided below, any dispute, controversy or claim arising out of or relating to this Agreement or to a breach hereof, including its interpretation, performance or termination, shall be finally resolved by arbitration. The arbitration shall be conducted in English pursuant to the rules of the American Arbitration Association by one (1) arbitrator appointed by agreement of the parties or, if they cannot agree on an arbitrator, by the American Arbitration Association. The arbitration, including the rendering of the award, shall take place in Seattle, Washington (USA), and shall be the exclusive forum for resolving such dispute, controversy or claim. Each party (i) expressly covenants to bring any such dispute only in such manner, (ii) expressly and irrevocably waives any objection to jurisdiction or venue based on forum nonconveniens or other rule or principle of law. The decision of the arbitrator shall be binding upon the parties hereto, and each party shall bear its own expenses related to the arbitration (including, without limitation, attorneys' fees). The decision of the arbitrator may be entered by any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce specific performance, injunction or similar equitable relief, and in such case, venue shall be exclusively in the State and federal courts located in Seattle, Washington. In such case, each party expressly consents to the personal jurisdiction of such courts, and irrevocably waives any objection to venue based on forum nonconveniens or other rule or principle of law. In the event of such, litigation between the parties, the non-prevailing party shall pay the prevailing party’s reasonable attorney’s fees and costs, including upon appeal.
C. Waiver. The failure of Silene Biotech to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
D. Term for cause of action. You agree that any claim or cause of action arising out of or related to use of the Services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
E. Admissibility of printed version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
F. Section titles. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
G. Severability Clause. If any portion of these Terms of Service is found to be unenforceable, the remaining portion will remain in full force and effect.
H. Amendments. We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon your acceptance. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 17 (Termination).
I. Assignment: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Silene Biotech for any third party that assumes our rights and obligations under this Agreement.