BIOS Terms of Service

1. Who We Are

Bio Protocol is the creator of BIOS (Bio AI Platform), an AI-powered scientific research platform. Our mission is to accelerate novel scientific discoveries that benefit all of humanity by providing researchers with powerful AI tools. We develop software and build products to further that goal.

2. Registration and Access

Minimum Age

You must be the higher of 18 years of age or the minimum age required in your residential jurisdiction to consent to these Terms.

Registration

To access our Services, you must create an account ("Account"). You agree to provide correct, current, and complete information to register for an Account to use our Services. You may not share your Account credentials or make your Account available to any other party. No other party may use your Account credentials for any use of any of the Services. You agree you are responsible for all activity occurring under your Account, and you agree to notify us immediately at info@bio.xyz if you become aware of any unauthorized access to your Account. If you are creating an Account on behalf of another person or Enterprise, you represent that you have the legal authority to accept these Terms on their behalf.

Enterprise Domains

If you register an Account with an email address associated with an Enterprise's already-existent organization, your Account may be linked to and be under the control of the organization's administrator(s). The administrator(s) may monitor and modify your Account, including in more permissive or restrictive ways relative to your usage of the Services.

Provision of Access

The Services offers an AI-driven set of tools and interfaces to help users advance scientific discoveries more efficiently. Pursuant to your agreement to these Terms, we grant you a limited right of access to use the Services as described in these Terms.

3. Acceptable Use Policy

You may access and use our Services only in strict compliance with our Terms and any supplemental terms we may subject usage of the Services to ("Permitted Use"). You agree that you are responsible for all activity under the Account through which you access and use the Services.

Except and solely to the extent that such a restriction is impermissible under applicable law, you may not, whether for yourself or in the aid of another party, access or use our Services in any of the following ways:

• In a way that violates any applicable statutory law or regulation ("Unlawful Usage").
• In a way that misappropriates, violates, or otherwise infringes upon a third party's rights.
• In a way that could have a legal or material impact on a third party.
• In a way that could cause risk or harm to a third party.
• In a way that reverse-engineers, disassembles, decompiles, derives access to, decodes, exploits, or otherwise grants access to our intellectual property, source code, or the underlying technology of any of the Services.
• In a way that aids in developing products or services to compete with our Services, including any way that reproduces, modifies, translates, rents, leases, lends, resells, or creates derivative works of the Services.
• In a way that probes, scans, or attempts to penetrate the Services without explicit authorization from an authorized representative of Bio Protocol to do so.
• In a way that provides to Bio Protocol any data that is subject to specific protections under applicable laws and in which you do not have the right to disclose.
• In a way that abuses, harms, interferes with, or disrupts the Services.
• In a way that knowingly permits a third party to do any of the foregoing.

You agree to promptly notify us of any unauthorized use that comes to your knowledge, and you will provide reasonable cooperation to terminate and prevent future instances of such use to the extent within your control. You agree that if you breach these Terms, or if you use the Services in a way that we reasonably justify could lead to a breach of these Terms, we have the right to disable and terminate your access to the Services and your Account.

4. Content

You may provide input data in the form of text, images, or other types of binary data and files ("Inputs") to interact with our Services. Our Services may generate responses back, which may include text, images, or other types of binary data and files or take actions on your behalf ("Outputs"). Collectively, Inputs and Outputs are "Content". Our services generate Outputs using artificial intelligence, which is a rapidly developing field of study. We are continuously working to improve the accuracy, reliability, and overall experience of the Services. You agree that the use of our Services may sometimes result in Outputs that may not be accurate, as you intended, or expected. Output results do not represent Bio Protocol's views on any topics.

By submitting Inputs to the Services, you represent and warrant that you have all the rights and permissions necessary for us to process the Inputs under these Terms and, in doing so, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, process, and transmit such Inputs solely as necessary to provide and maintain the Services for you and to comply with applicable law. You are responsible for all the Inputs you submit to us, and you also represent and warrant that your Inputs will not violate these Terms. You retain any right, title, or interest that you have in the Inputs that you submit to the Services. As between you and Bio Protocol, subject to your compliance with these Terms, and to the extent permitted by applicable law, we assign to you all rights, title, and any interest in the Outputs of the Services.

You acknowledge that Outputs are generated by artificial intelligence and may be similar to or the same as other Outputs for other users, depending on the Inputs. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any Outputs, including in any subsequent actions or endeavors you undertake, guidance you give, or claims you make on the basis of any Outputs.

5. Feedback

We appreciate any feedback you may provide. You agree that we have the right to use your feedback, no matter the medium it was provided by, in any way without restriction or compensation to you.

6. Payments

You may be required to pay fees to access or use our Services. You are responsible for providing complete and accurate payment information and paying any applicable fees and any taxes as required by law for our Services, unless we have communicated otherwise to you in official communications from an authorized representative. Our fees are specified on our pricing page.

If fees are specified on a recurring basis for continued usage of the Services ("Subscription"), you agree that we may charge your payment method on file, such as a credit card or otherwise acceptable method for our payment processor ("Payment Method"), for fees and any taxes as required by law on a recurring basis. We may make available to you differing Subscription plans ("Plans") that offer different base level amounts of monthly credits ("Monthly Plan Credits"). If you sign your Account up for a Subscription, your account will have a minimum initial term duration ("Initial Term") in which your Account will receive a set amount of Monthly Plan Credits. The duration of the initial term and the amount of Monthly Plan Credits will be specified for your Account in the pricing page and as part of the purchase order process.

We may make available to you additional usage-based credit purchases in addition to your Monthly Plan Credits ("Add-On Credits"), which also are specified on our pricing page. If you make Add-On Credit purchases, you agree that your Payment Method will be charged immediately for the applicable fees and any taxes as required by law. Add-On Credits do not ever reset or expire for your Account.

Unless expressly provided in these Terms or where required by law, all payments are non-refundable. We reserve the right to increase fees for our Services as necessary. If we increase fees for our Services, we will give you a reasonable opportunity to review the increased fees before you are charged.

7. Termination and Suspension

You are free to stop accessing or using our Services at any time. Unless bound by certain contractual terms, we reserve the right to Cancel your Account Subscription, and furthermore suspend or terminate your access at our discretion if:

• You breach these Terms.
• Your Payment Method becomes invalid or if you have overdue invoices.
• We have a legal obligation to do so.

8. Discontinuation of Services

In the event of material business transfer where we no longer intend to provide the Services, we will give you advance notice and will refund you any prepaid payments tied to promotional or contractual agreements for future services not rendered.

9. Our IP Rights

The Services are owned, operated, and provided by us and our affiliates, licensors, distributors, and service providers (collectively "Providers"). We and our Providers retain all rights, title, and interest in and to the Services and its intellectual property rights. Other than the rights expressly granted in these Terms, we do not grant you any right, title, or interest in or to our Services.

10. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE OF ANY KIND, RELATING TO THE SERVICES. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AVAILABILITY, ACCURACY, RELIABILITY, PRIVACY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK, AND YOU ACCEPT AND AGREE THAT YOU WILL NOT RELY ON ANY OUTPUTS AS A SOLE SOURCE OF TRUTH, FACTUAL INFORMATION, OR A SUBSTITUTE FOR PROFESSIONAL ADVICE, ESPECIALLY FOR REGULATED INDUSTRIES AND PRACTICES SUCH AS, BUT NOT LIMITED TO, FINANCIAL, LEGAL, OR MEDICAL ADVICE.

11. Limitation of Liabilities

IN NO EVENT WILL WE, OUR PROVIDERS, OR OUR AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, HEIRS OR ASSIGNS (COLLECTIVELY, THE "BIOAGENT PARTIES"), TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR ANY OTHER DAMAGES ARISING OUT OF THE SERVICES, THE CONTENT, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE DAMAGES ARE FORESEEABLE, AND EVEN IF BIOAGENT PARTIES HAVE BEEN ADVISED OF ANY POSSIBILITY OF DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE BIOAGENT PARTIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF THE SERVICES, THE CONTENT, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID TO US FOR THE SERVICES DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH DAMAGES, LOSSES, AND CAUSES OF ACTION FIRST AROSE.

12. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE BIOAGENT PARTIES FROM ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING ALL ATTORNEYS' FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF: YOUR ACCESS AND USE OF, OR ALLEGED ACCESS AND USE OF, THE SERVICES; THESE TERMS; YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; YOUR FEEDBACK; THE CONTENT; ANY PRODUCTS OR SERVICES THAT YOU DERIVE, CREATE, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR OTHERWISE IN CONNECTION WITH THE SERVICES; YOUR VIOLATION OF ANY APPLICABLE LAW OR ANY THIRD PARTY RIGHTS; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU OR ANY OF YOUR AFFILIATES, EMPLOYEES, OR AGENTS.

Some jurisdictions do not allow certain disclaimers of warranties or the limitation of damages, so some or all of the disclaimers and limitations of liability in these Terms may not apply to you depending on your country of residence. In such a case, these Terms only limit our responsibilities to the fullest permissible extent in your jurisdiction.

13. Dispute Resolution

Informal Dispute Resolution

We would like to engage with you prior to any legal action in a best effort to resolve any concerns before they are filed as claims (a "Dispute"). You agree with us that this is the best course of action to begin with. You agree to send us notice via email at info@bio.xyz with a clear, detailed, and coherent subject line and message body that informs us of your concerns and your intention to file a Dispute over your concerns. We will respond to your concerns, and if within 60 days we cannot resolve the Dispute, either party has the right to initiate arbitration.

Arbitration

Except as set forth below regarding equitable relief, any formal Dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (if you are an individual) or Commercial Arbitration Rules (if you are an Enterprise), then in effect. You agree that arbitration may take place via video conferencing if either party elects and is possible, but if the arbitrator determines an in-person hearing is necessary, in-person arbitration proceedings will take place in San Francisco, California.

Class and Jury Trial Waivers

You agree to waive your right to a jury trial and to participate in any class, collective, or representative action. All Disputes must be brought on an individual basis. In the event of arbitration, the arbitrator may not consolidate claims of more than one person or otherwise preside over any form of representative or class proceeding.

Governing Law and Exclusive Jurisdiction

These Terms will be governed by and construed and interpreted in accordance with the laws of the State of California. You agree that any Disputes arising out of these Terms or the usage of the Services will be resolved exclusively in the judicial courts of California, and you submit to the personal and exclusive jurisdiction of those courts. By accessing our Services and thereby accepting these Terms, you waive any claims that may arise under laws of any other jurisdiction.

14. General Terms

Changes to these Terms

We may revise these Terms from time to time at our discretion. You agree to any updated terms if you continue to access the Services after we post the updated Terms on our website or otherwise give you notice of Terms changes. If you do not agree to updated Terms, you must stop using the Services.

Updates to our Services

We may update our Services from time to time at our discretion. These updates are to improve the capacities and capabilities of the Services, and it may include the addition or removal of features within the Services.

Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the fullest extent permissible by applicable law, it will have no effect on any other Terms, and the remainder of the Terms shall remain in full force and effect.

No Waiver

Our failure or delay in enforcing any provision of these Terms will not be deemed a waiver of our right to enforce that provision (or any other provision) at a later time. Any waiver must be in writing and signed by us to be effective.

No Assignment

These Terms may be assigned by us without restriction, and they may not be assigned by you to any other party without our prior written consent.