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WEB AND APPLICATION TERMS OF USE AND CONDITIONS

LAST UPDATED: 08NOV2023

 

Introduction

Valis Biosciences Inc. (the “Company”, “Valis”, “us,” “we” or “our”) provides certain services to customers developing pharmaceutical compounds, customers participating in clinical trials, customers sponsoring clinical trials, academic institutions and other customers, though, among other things, our proprietary technology, software, and mobile applications, including our web portal available at https://www.valisr.com/[system] (the “Web Portal”) and our mobile application and any mobile application owned by the Company and used by you in connection with products and services provided by the Company (collectively, the “App”). THESE TERMS AND CONDITIONS REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. SEE SECTION 9 (LIMITATION ON LIABILITY), SECTION 10 (LIMITATION ON TIME TO FILE CLAIMS), AND SECTION 21 (DISPUTE RESOLUTION), BELOW.

1. Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and the Company. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these“Terms of Use”), govern the services and products provided to you by the Company, your access to and use of the App or Web Portal and your access and use of the App, (collectively, the “Services”),

including any content, functionality, services or products offered on or through the Services, whether as a guest or a registered user.

These Terms of Use, together with any service agreement, merchant agreement (“Merchant Agreement”) or order for Services from the Company, if any, to which you are a party (a “Service Agreement”), are referred to as the “Agreement”. If you use the Services, you and Valis are each a “Party” to the Agreement.

 

If you are party to or subject to a Service Agreement with the Company, Merchant Agreement with the Company, these Terms of Use also govern such Service Agreement, Merchant Agreement, and the term “Services” shall include such Service Agreement, Merchant Agreement, and any services, goods or equipment provided by the Company under such Service Agreement, Merchant Agreement.

Please read the Terms of Use carefully before you start to use the Services.

 

By using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.valisbioscience.com/privacy, incorporated herein by reference.

 

If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

By accepting these Terms of Use downloading, installing, or using the App or Web Portal, you agree that you are bound by our Mobile Application End User License Agreement (the “Web and MobileApplication End User License Agreement”) available at https://www.valisbioscience.com/end-user-license-agreement, and by our Privacy Policy, found at https://www.valisbioscience.com/privacy,

incorporated into the Web and Mobile Application End User License Agreement by reference. If you do not want to agree with the Web and Mobile Application End User License Agreement or the Privacy Policy, you must NOT download or use the App or Web Portal.

The Privacy Policy, Web and Mobile Application End User License Agreement and any Service Agreement or Merchant Agreement between the Company and you are incorporated by reference into this Agreement.

 

If you wish to use the Services for a commercial purpose, you must be at least 18 years old. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements.

If you are accessing or using the Services on behalf of an entity or organization:

  1. your use of the Services binds such entity or organization to these Terms of Use,

  2. the terms “you” and “your,” as used in these Terms of Use, our Privacy Policy, our Web and Mobile Application End User License Agreement, any Service Agreement or the Merchant Agreement between the Company and you, and any other document or policy referenced in these Terms of Use, shall be deemed to mean both you, in your individual capacity, and the entity or organization on whose behalf you are accessing, using or contracting for the Services, and

  3. you represent and warrant that you are authorized by such entity or organization to access and use the Services, enter into the Terms of Use, our Privacy Policy, the Web and Mobile Application End User License Agreement, such Services Agreement or Merchant Agreement and any other document or policy referenced in these Terms on behalf of such entity or organization and to bind such entity or organization to such terms, policies and documents.

  4. If you do not meet these requirements, you must not access or use the Services.

2. Changes to the Terms of Use

We may revise, update, amend, supplement and/or restate these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services, including any Service Agreement or Merchant Agreement between the Company and you.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access the Web Portal or App so you are aware of any changes, as they are binding on you.

3. Accessing the Services

You will be able to access our Web Portal or App without having to register any details with us. You may only access our Apps by downloading them from the App Store. These Terms are only applicable to the use of our Web Portal and Apps.

 

We reserve the right to withdraw or amend the Services, and any service, product, or material we provide through the Services, in our sole discretion without notice. WE WILL NOT BE LIABLE IF FOR ANY REASON ALL OR ANY PART OF THE WEBSITE, APP OR ANY SERVICE OR PRODUCT ARE UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users, including registered users.

4. Use of Web Portal and Apps

Our Web Portal, Apps, images, data, text, audios, videos, photographs, custom graphics, logos, button icons, descriptions and all other material provided, and the collection and compilation and assembly thereof are the exclusive property of Valis, its parent, or our licensors and are protected by United States and international copyright laws. Provided that you comply with these Terms, we grant you permission to use the Web Portal and Apps as described herein.

The contents of our Web Portal and Apps may be used for your internal purposes only and in the context of the clinical trial, population health, or other specified study. Any other use of such contents, including the reproduction, modification, distribution, transmission, republication, display or performance of the contents without our prior written consent is expressly forbidden.

 

Any other trademarks or service marks appearing anywhere on our Web Portal and Apps are the property of their respective owners. To the extent any product name or logo does not appear with a trademark (™ or ®) such absence does not constitute a waiver of any intellectual property rights that Valis or its licensors has established in any of its products, Apps, features, or service names or logos.

 

You may not use, reproduce, modify, transmit, display, publish, sell, create derivative works, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any content of this Web Portal and Apps for commercial profit or gain. Nothing in these Terms or on the Site shall be construed as conveying any intellectual property or other proprietary rights to You beyond the limited use rights herein. You agree to observe copyright and other applicable laws and may not use the content in any manner that infringes or violates the rights of any person or entity. We hold all rights to the content on the Web Portal and Apps.

As a condition of your use of the Web Portal and Apps, you will not use the Web Portal and Apps, or any contents or services, for any purpose that is unlawful in any applicable jurisdiction where our Web Portal and Apps are being used, or prohibited by these Terms, conditions, and notices, and you agree to abide by the conditions set forth in the “User Conduct” section. You may not use the Web Portal or Apps, contents or services in any manner that could damage, disable, overburden, or impair any of our equipment or interfere with any other party’s use and enjoyment of the Web Portal, Apps, or any contents or services. You may not attempt to gain access to any portion of the Web Portal, or

any of its contents or services, other than those for which you are authorized.

 

While we work to ensure the timeliness and accuracy of the Web Portal and Apps, their content and services, we make no warranties either express or implied, and assume no liability or responsibility for the completeness, use, accuracy, reliability, correctness, timeliness or usefulness, of any of the results obtained from its use.

We make no representation or warranty, express or implied, with respect to the content of the Web Portal, or links to other sites, including but not limited to accuracy, completeness, correctness, timeliness or reliability. We expressly disclaim all warranties regarding the merchantability or fitness for a particular purpose or use with respect to any content or services whatsoever that may be accessed through this Web Portal or Apps, or the results to be obtained from using the Web Portal or Apps. We make no representation or warranty that the Web Portal, Apps or content is free from defects or viruses or that the Web Portal and/or Apps does not infringe the intellectual property rights of any third party.

While every effort is made to ensure that all content provided on the Web Portal and Apps does not contain computer viruses and/or harmful materials, you should take reasonable and appropriate precautions to scan for computer viruses or otherwise protect your computer and you should ensure that you have a complete and current backup of the applicable items on your computer. We disclaim any liability for the need for services or replacing equipment or data resulting from your use of the Web Portal or Apps. While every effort is made to ensure smooth and continuous operation, we do not warrant the Web Portal and/or Apps will operate error free.

5. Web Portal and Mobile Application Uptime

We take reasonable steps to make our Web Portal and Apps available 24 hours every day, 365 days per year. However, web portals and mobile applications do sometimes encounter downtime due to server maintenance and other technical issues. Therefore, we will not be liable if the Web Portal or Apps are unavailable at any time.

 

Our Web Portal and/or Apps may be temporarily unavailable due to issues such as system failure, maintenance, or repair, or for reasons beyond our control. Where possible, we will try to give our users advance warning of maintenance issues but shall not be obliged to do so.

6. User Conduct

Any material you send or post to our Web Portal shall be considered non-proprietary and nonconfidential. We do not collect or store any personally identifiable information about you while using our Site but please do not send any such information to us. See also our Privacy Policy at https://www.valisbioscience.com/privacy.

 

When using our Web Portal and Apps, you shall not post or send to or from either the Web Portal or App:

  1. content for which you have not obtained all necessary consents;

  2. content that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offense, give rise to a civil liability, or otherwise is contrary to the law in any applicable jurisdiction where our Web Portal or Apps are being used;

  3. content which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

 

We will fully cooperate with proper requests from law enforcement authorities, court orders, or other legal mandate requiring us to disclose the identity or other details or any person posting materials to our Web Portal or Apps.

 

You shall not use our Web Portal or Apps while distracted or preoccupied, such as when operating a motor vehicle. You should access our Web Portal and Apps only with due regard for your own safety and the safety of others.

7. Links to and from Third Party Website and Applications
 

Any links furnished on our Web Portal or Apps may allow you to leave our Web Portal or Apps. These third-party websites and applications are not under our control, and we disclaim any responsibility for the contents of such linked websites or any link(s) contained in any such linked website(s) or any changes or updates to any of these websites. We further disclaim any responsibility for any form of transmission received from any linked third-party website, application, or advertising. We provide these links to you as a convenience to you and inclusion of any link herein shall in no way be construed as an endorsement by us of the website(s) or applications.

 

If you would like to link to our Web Portal or Apps, you may only do so on the basis that you link to,

but do not replicate, any page of our Site or portions of our Apps, and subject to the following

conditions:

  1. you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us;

  2. you do not misrepresent your relationship with us or present any false information about us;

  3. you do not link from a website that is not owned by you; and

  4. your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law of the United States of America.

  5. If you choose to link our Web Portal or Apps in breach of this Section, you shall fully indemnify us for any loss or damage suffered as a result of your actions.

 

8. Disclaimers

All information on our Web Portal and Apps is of a general nature and is furnished for your knowledge and understanding and as an informational resource only. The documents and any related graphics published on the Web Portal and Apps could include technical inaccuracies or typographical errors. Changes are periodically added to the information contained on our Web Portal and Apps. We may make improvements and/or changes to any of the products depicted or described herein at any time. We expressly disclaim any responsibility or liability for any adverse consequences or damages resulting from your use of the Web Portal or the Apps or reliance on the information from either.

Our Web Portal and Apps may provide information to you related to various health, medical or medication administration conditions. This information is not intended to be a substitute for the advice, treatment, or recommendations of a healthcare professional. You should always consult a physician or your study healthcare personnel for diagnosing and treating any health problem, including any health problem that might arise in accordance with your participation in this clinical trial. Our Web Portal and Apps do not render medical advice or services.

VALIS DOES NOT WARRANT OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION DESCRIBED WITHIN OR DERIVED FROM OUR SITE, PRODUCTS, AND/OR APPLICATIONS. ALL INFORMATION ON OUR SITE AND/OR IN OUR APPLICATIONS SHOULD ONLY BE USED AS GUIDANCE. QUALITY OF DATA AND ITS ACCURACY IS CONTINGENT UPON THE ACCURACY OF ORIGINAL INFORMATION SUBMITTED. THIS DISCLAIMER, IN ADDITION TO THE WARRANTY LIMITATIONS CONTAINED BELOW MEANS THAT THE USERS ARE SOLELY RESPONSIBLE FOR THEIR USE OF ANY INFORMATION HEREIN AND THEY CANNOT SEEK ANY REDRESS AT ANY TIME FROM VALIS. THE CONTENT HEREIN IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE USERS ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY INFORMATION UPON WHICH THEY RELY AND MUST MAKE INDEPENDENT AND INFORMED JUDGMENTS REGARDING A DIAGNOSIS AND/OR TREATMENT AS OPPOSED TO RELYING UPON ANY INFORMATION OBTAINED FROM VALIS. THE SITE AND APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO ANY PRODUCTS, INFORMATION OR SERVICE PROVIDED THROUGH THIS SITE OR THE APPLICATIONS, INCLUDING, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, OR IN ELECTRONIC

FORM.

9. Limitation of Liability

YOUR USE OF OUR WEB PORTAL AND APPS IS ENTIRELY AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE TO YOU OR TO ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES OR INJURY YOU MAY INCUR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE PRODUCTS OR APPLICATIONS, OR YOUR RELIANCE ON OR USE OF THE SITE, THE INFORMATION, OR SERVICES PROVIDED, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR ANY FAILURE OF PERFORMANCE, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON OUR SITE OR APPLICATIONS, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF

THE CAUSE OF ACTION, EVEN IF WE HAVE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

 

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for certain types of damages, which means that some of the above limitations may not apply to you. In these jurisdictions, Valis’ liability will be limited to the greatest extent permitted by law.

10. Limitation on Time to File Claims

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS OF USE, ANY SERVICE AGREEMENT OR MERCHANT AGREEMENT BETWEEN THE COMPANY AND YOU MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

11. Indemnification

You agree to defend, indemnify, and hold us, our officers, directors, employees, volunteers, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your use of and access to the Web Portal and/or Apps or your violation of these Terms or your violation of any third party right, including without limitation any trademark, copyright or other proprietary or privacy right. We will indemnify you from and against any third-party claims that the Web Portal, Apps, or other systems supporting your use of the Web Portal and Apps

infringes such third party’s United States intellectual property rights.

12. Assignment

 

These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by You.

 

13. Applicable Law

We make no representations that the content or the Web Portal or the Apps are appropriate or may be used or downloaded outside the United States. Access to the Web Portal and/or the content may not be legal in certain countries outside the United States. If you access the Web Portal or Apps from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the website.

 

Our Web Portal and Apps are controlled in the State of New York, United States of America. The Web Portal and Apps, and their contents, and any disputes arising therefrom shall be construed and interpreted under the laws of the State of New York and applicable United States federal laws, without regard for New York conflicts of law rules. Use of our Site and Applications constitutes agreement of the user to the jurisdiction of the state and federal courts located therein.

 

Our Web Portal and Apps are subject to the United States export control laws and regulations and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import of any data on our Web Portal or through our Apps, as may be required.

14. Disclaimer

THE WEB PORTAL OR APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEB PORTAL OR APP AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

  1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,

  2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,

  3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

  4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE,

  5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR

  6. ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

15. Security Incidents

For the purposes of this Section, a “Security Incident” means the accidental, unlawful, or unauthorized access to, use, disclosure, alteration, loss, or destruction of

a. App Data or Personal Information,

b. Your or your service providers’ information technology systems and facilities on which the App depends, and/or

c. Valis App or Web Portal’s services,

In the event you become aware of or suspect a Security Incident, you will notify Valis about such Security Incident immediately and in no event later than 24 hours after you become aware of it. You agree to preserve evidence regarding the Security Incident and provide us with information we request regarding the Security Incident, including an explanation of the nature and root cause of the Security Incident, the categories and approximate number of affected individuals and/or organizations, the categories and approximate quantity of affected records, the likely consequences of the Security Incident, and corrective action being taken. You agree to take such actions as Valis may reasonably request to respond to, investigate, and mitigate adverse effects of any Security Incident. Before you communicate with the public (e.g., via press release, blogs, social media, bulletin boards) or any third party (that is not your agent) about a Security Incident, you will consult with Valis regarding, and provide Valis an advance copy of, such communication, provided so doing is permitted by applicable laws and regulations and does not unreasonably interfere with your investigation or remediation of the Security Incident or your compliance with your legal obligations to give notifications about the Security Incident.

16. Security Review, Monitoring, and Remediation

Valis and/or an independent third party selected by Valis (and acting at Valis’ direction) may, at Valis’ sole cost and discretion, perform monitoring or a security review of the Web Portal and Apps to ensure that your App(s) complies with the Terms and that other Apps does not threaten the security, integrity, availability or performance of Valis’ services, software, or applications (a “Security Review”).

Valis shall provide you with prior written notice of any Security Review. You shall provide Valis, at no charge, full user-level access to your App(s) and shall cooperate with Valis in the Security Review and provide such information as Valis may reasonably request to complete the Security Review. You represent and warrant that all information you provide to Valis in connection with other Apps is true and accurate. Except as required by applicable law, Valis shall keep the results of Security Review confidential. You shall treat the occurrence of, results of, and any communications in connection with a Security Review as Confidential Information. For the avoidance of doubt, you shall not use such information in any marketing or advertising of your Application.

17. International Transfers

Where Personal Information is processed from member states of the European Union, the European Economic Area (Iceland, Liechtenstein, Norway), Switzerland or the United Kingdom (UK) in any third country that the European Commission, Swiss Federal Data Protection Information Commissioner (“FDIPC”) or UK Information Commissioner’s Office (“ICO”) has not decided ensures an adequate

level of protection, you agree to the following:

a. The contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 (the “SCCs”) shall be incorporated by reference and apply to the

transfer as follows: (i) Module One of the SCCs will apply; (ii) in Clause 7, the optional docking clause will apply; (iii) in Clause 11, the optional language will not apply; (iv) in Clause 13 and Annex I, the competent supervisory authority will be the Irish Data Protection Commissioner; (v) in Clause 17, Option 1 will apply and the SCCs will be governed by Irish law; (vi) in Clause 18(b), disputes will be resolved before the courts of Ireland.

b. In relation to Personal Information from the United Kingdom, the SCCs will apply with the following modifications: (i) the SCCs will be modified in accordance with International Data Transfer Addendum issued by the ICO (“UK Addendum“) which shall be incorporated by reference, and (ii) any conflict between the terms of the SCCs and the UK Addendum will be resolved in accordance with section 13 of this Terms of Use.

c. In relation to Personal Information from Switzerland, the SCCs will apply with the following modifications: (i) any references to “Regulation (EU) 2016/679” and specific Articles therein will be interpreted as references to the Swiss Federal Data Protection Act and equivalent Articles or Sections therein; (ii) references to “EU”, “Union” and “Member State law” will be replaced with “Switzerland” and “Swiss law”; (iii) Clause 13(a) and Part C of Annex I of the SCCs will not be used and references to the “competent supervisory authority” and “competent courts” will be interpreted as references to the FDPIC and competent courts in Switzerland; (iv) in Clause 17, the SCCs will be governed by the laws of Switzerland, and (vii) in Clause 18(b), disputes will be resolved before the competent courts of Switzerland.

d. If the SCCs as implemented above cannot be used to lawfully transfer Personal Information from the United Kingdom in compliance with the UK GDPR, the applicable standard data protection clauses adopted pursuant to or permitted under Article 46 of the UK GDPR (“UK SCCs”) shall instead be incorporated by reference and form an integral part of these Terms, and the Annexes or Tables of the UK SCCs shall be deemed populated with the relevant information applicable to these Terms.

18. Ownership and Intellectual Property

a. Valis’ Intellectual Property. You acknowledge and agree that: (i) the Valis Web Portal and Apps and any other materials or content made available through the Web Portal or App, including all associated intellectual property rights, are the exclusive property of Valis and/or its licensors or authorizing third-parties; and (ii) subject to the limited licenses provided in the Terms, you do not have any other rights in any Valis intellectual property.

b. Your Intellectual Property. Subject to any licenses provided in the Terms, Valis does not possess ownership or other rights in your intellectual property, or other technology.

c. Feedback. By submitting ideas, suggestions, and/or proposals (“Feedback“) to Valis, you acknowledge and agree that: (i) your Feedback does not contain confidential or proprietary information; (ii) Valis is under no obligation of confidentiality, express or implied, with respect to the Feedback; (iii) Valis may already be developing a solution or solution component related to the Feedback; and (iv) you grant Valis a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, commercialize, and publish the Feedback for any purpose, without compensation to you.

d. Product Development. Valis will not be precluded from creating, developing, acquiring, publishing, licensing, protecting, or marketing and distributing (for itself or third parties), materials, applications, products, or services that are competitive with other Apps or other products, or services provided by you, regardless of their similarity to other Apps, products or services, or products or services that you may develop in the future.

e. No Affiliation. You shall not suggest any affiliation with Valis, including any suggestion that Valis sponsors, endorses, or guarantees your products or services or that you are a partner of Valis and shall not use any Valis logo to imply such affiliation without a written license thereto. You shall not make any representations, warranties, or commitments regarding the Web Portal or Apps or on behalf of Valis.

19. Termination

Termination by Valis and you. Valis may, without prior notice or liability to you, suspend or terminate these Terms, any rights granted herein, and/or your license to the Valis Web Portal or Apps, in our sole discretion, for any reason. Unless you have agreed otherwise, you may terminate these Terms at any time by ceasing your access to and use of the Valis’ Web Portal or Apps. Upon termination, all licenses granted herein immediately expire and you will cease use of the Web Portal or Apps. Any continued use of the Web Portal or App will be subject to these Terms.

 

20. General

These Terms, together with the Privacy Policy, any legal notices published by us on the Web Portal or Applications, and any other applicable agreements, shall constitute the entire agreement between us concerning use of the Web Portal and Apps. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

21. Dispute Resolution

PLEASE READ THIS SECTION 21 (“ARBITRATION AGREEMENT”) CAREFULLY. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. You and we agree that any dispute between you and Valis or any of its affiliates relating in any way to, or arising from in connection with:

a. your access or use of the Services (including the Web Portal or the App),

b. this Agreement, including these Terms of Use, the Privacy Policy, any Web Portal and Mobile Application End User License Agreement and you, or any Service Agreement between Valis and you (if applicable),

c. any communication you receive relating to Valis, or

d. to any aspect of your relationship with Valis, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Valis may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms of Use (i.e., the date upon which you agreed to these Terms of Use) or any prior version of this Agreement (including these Terms of Use).

IF YOU AGREE TO ARBITRATION WITH VALIS, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST THE COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO THE ARBITRATION, YOU MAY BRING YOUR CLAIMS

AGAINST THE COMPANY PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS OF USE, INCLUDING THIS ARBITRATION

AGREEMENT.

Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin arbitration proceedings, you must send a letter requesting arbitration and describing your claim to our Operations Lead at Valis Biosciences Inc, 185 Great Neck Road, Suite 414, Great Neck, NY 10021. The proceedings shall be held in Nassau County, New York. You may choose to have the arbitration conducted by telephone, based on written submissions. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Valis. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

 

Waiver of Jury Trial. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Valis are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 21 Applicability of Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Consolidated Actions. ALL CLAIMS AND DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. THIS WAIVER APPLIES TO CLAIMS IN COURTS AND ARBITRATIONS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS AGREEMENT, AND CLAIMS OF ONE CLIENT, ADMINISTRATOR, HOST ATTENDEE OR OTHER USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, ADMINISTRATOR, HOST ATTENDEE OR OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any limitations in this Section 30(f) as to a particular claim for relief, then the applicable claim must be severed from the arbitration and brought on an individual basis in the state or federal courts in Nassau County, New York. All other claims shall be arbitrated. The parties agree to submit to the personal jurisdiction of the state or federal courts located in Nassau County, New York, for purposes of resolving any claims for relief that are severed from an arbitration in accordance with this subsection and waive any argument that holding proceedings in such courts will impose undue hardship or materially affect their ability to present their case.

 

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Valis Biosciences Inc, 185 Great Neck Road, Suite 414, Great Neck, NY 10021., Attn: Operations Lead, or email legal@valisbioscience.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

 

Severability. Except as provided in Section 21 Waiver of Class and Consolidated Actions, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

 

Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Valis.

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