Site Terms of Use

Welcome to Phylos Bioscience! Thank you for visiting our website (referred to as “Site” throughout this policy).

OVERVIEW

This Site is owned and operated by Phylos Bioscience, Inc. (“Phylos” or “Us” or “Our” or “We”) and its affiliates. These Terms of Use (“Terms”) are a legal contract between You ("You" or"Your") and Phylos and govern Your use of this website (“Site”). Your access and use of the Site is subject to the terms and conditions outlined in these Terms. By using our Site and/or Materials (defined below), YOU AGREE TO AND ACCEPT THESE TERMS. Please read them carefully.These terms are in addition to, and compliment, the Seed Terms & Conditions and other policies on this site. 

• The Site shall include any information or services made available by Phylos, regardless of medium, and may include, but is not limited to, text, data, information, software, graphics, videos, photographs, and all services provided by the Site (collectively, “Materials”).

• The Terms are a legal contract between You and Us (collectively, “Everyone”) and govern your use of Our Materials made available to You through Our Site. The Terms supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.

• The Site is not intended for users under 21 years of age. If you are under the age of 21 years, please do not provide any personal data, even if prompted by the Sites to do so. If you are under the age of 21 years and you have provided personal data, please contact Us, or ask your parent(s) or guardian(s) to notify Phylos to delete all such personal data.

• Use of the Site is limited to individual, non-commercial, consumer purposes (“Permitted Purposes”) and as permitted by law, including applicable export and re-export control laws and regulations.

• Use of this Site on behalf of a business indicates that the business accepts these terms. The business will hold harmless and indemnify Phylos and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Materials or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

We may suspend or stop providing the Materials to you if you do not comply with our Terms or policies or if we are investigating suspected misconduct. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

DISCLAIMERS

The Materials available through the Site are provided solely for informational and educational purposes on an “as is” basis. We make no claims that the Site or any of its content is accessible or appropriate inside or outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site, you do so on your own initiative and are responsible for compliance with local laws.

OUR RIGHT TO MODIFY OUR TERMS

We reserve the right to update these Terms from time to time in order to reflect changes to our practices or for other operational, legal or regulatory reasons. You should refer to this page regularly. The changes will be effective when we make the changes, and is reflected in the date posted at the top of this page. By continuing to use the Website, you are agreeing to and accept the changes. We reserve the right, anytime and from time to time, to alter Our Materials and/or modify, suspend, or discontinue (temporarily or permanently) this Site at any time without notifying You.

PRIVACY POLICY

By using our Materials, you agree that Phylos can use such data in accordance with our Privacy Policy. We respect the information that You provide to Us, share how we use personal data, with whom we share it, your rights and choices, and how you can contact us about our privacy practices. Please review Our Privacy Policy for more information.

PHYLOS INTELLECTUAL PROPERTY

Using Our Site and/or Materials does not grant You ownership of any intellectual property rights in Our Materials. The Materials used and displayed on the Site are property of Phylos or its affiliates or licensors and are protected by copyright, trademark and other laws. These Terms grant You a limited, personal, non-exclusive, non-transferable, revocable license to use the Site and any Materials on the site for non-commercial purposes subject to these Terms. You may not modify, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, creative derivative works of, reverse engineer, alter, enhance or circulate any such material in any way; unless otherwise permitted by law. The terms Phylos Bioscience, Phylos, Phylos.bio, and associated logos, designs or slogans are trademarks or registered trademarks of Phylos Bioscience or its affiliates or licensors. These Terms do not grant you the right to use Our branding or logos displayed by Our Site and/or Materials. All other trademarks, names, and logos on this Site are the trademarks of their respective owners.

UNAUTHORIZED ACTIVITIES

Your use of the Site is only authorized for Permitted Purposes in accordance with these Terms. Any other use is prohibited and unauthorized and may result in violation of various United States and international copyright laws. The following list outlines examples of unauthorized use of this Site, it is not a complete list.

You agree not to use this site:

• In violation of any federal, state, local, or international statute, regulation, rule, order, treaty, or other law;

• To exploit or harm individuals under 21 years of age by exposing them to inappropriate content, or otherwise;

• For public or commercial purposes, including any manner that modifies, reproduces, or distributes any part of this Site;

• To stalk, bully, harass, or harm another individual;

• “Scrape,” disaggregate data, use any data mining, robots, or similar data gathering or extraction methods in connection with this Website;

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any network, computer or database connected to the Site; or

• Introduce malicious or technologically harmful material such as viruses, trojan horses, worms, or logic bombs.

You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.

FEEDBACK

Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) no matter how submitted, (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.

INDEMNIFICATION

You agree to be liable for all damages resulting directly or indirectly from any breach or non-fulfillment by You of these Terms. You agree to indemnify, defend and hold harmless Phylos, and its officers, directors, owners, employees, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of a breach by You or any user of Your account or these Terms of Use or any representations, warranties and covenants contained in these Terms of Use. You shall cooperate fully and reasonably in the defense of any such claim. Phylos reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.You are not required to indemnify Phylos for any action arising out of Pylos’ sole gross negligence or willful misconduct. 

WARRANTY DISCLAIMER

THIS SITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS SITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ACCURACY OR TIMELINESS OF THE INFORMATION PROVIDED. THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SITE IS FREE OF PROBLEMS. 

We make no warranty that this Site will meet Your requirements or that this Site will be uninterrupted, timely, secure, or error free or that defects in this Site will be corrected. We make no warranty as to any results that come from the use of this Site or as to the accuracy or reliability of any information obtained through this Site. No advice or information, whether oral or written, obtained by You through this Site or from Us or Our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.

LIMITATION OF LIABILITY

WHEN PERMITTED BY LAW, Phylos WILL NOT BE LIABLE TO YOU FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SITE. USE OF THIS SITE IS AT YOUR OWN RISK. Phylos WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, USING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS WEBSITE. IN ANY AND ALL CASES, Phylos WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

LINKS TO THIRD-PARTY SITES

We may provide links on this Site to third-party websites. You leave this Site when You use these links, and do so at your own risk. We are not obligated to review any third-party websites that You link to from this Site, We do not control any of the third-party websites, and We are not responsible for any third-party websites (or the products, services, or content available through any of them). Thus, We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that might come from using them.

DISPUTES

All claims arising out of or relating to these Terms or Materials shall be governed by, and construed and enforced in accordance with, the laws of the State of Oregon (without regard to conflict of law principles), and you and Phylos consent to personal jurisdiction and venues in those courts. Any dispute, controversy, or claim arising under, out of or relating to this agreement (and subsequent amendments thereof), its validity, binding effect, interpretation, performance, breach or termination, including tort claims, shall be finally determined by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as in force at the time when the arbitration is initiated. You understand and agree that by accepting these Terms You waive the right to a jury trial or a trial before a judge in a public court. The place of arbitration shall be Multnomah County, Oregon. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. You hereby waive any defense that federal law will invalidate these Terms. Any cause of action or claim you may have arising out of or relating to our Terms must be commenced within one year of the original action on which the dispute is based, otherwise such action is permanently barred and you hereby agree to waive the claim.

CLASS ACTION WAIVER

Except as otherwise provided in these Terms, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both You and We specifically agree to do so following initiation of the arbitration.

WAIVER AND SEVERABILITY

No waiver by Phylos of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Phylos to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms (other than a class action waiver clause above) is found to be illegal or unenforceable, that clause will not apply, but all enforceable provisions will remain valid. If the class action waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided through arbitration.

RELATIONSHIP OF THE PARTIES

The relationship between the Parties is that of independent contractors, and nothing contained in these Terms shall make either party a partner, agent, employee, joint venturer, dealer or franchisee of the other party.