Website Terms of Use
Last Modified: June 14, 2023
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Trial Risk Index, Inc. (DBA BioPhy) ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use") including your engagement letter and/or any other written terms of sale with us (“Terms of Sale”), govern your access to and use of biophy.ai, including any content, functionality and services offered on or through biophy.ai, biophyrx.ai, and insights.biophy.ai (collectively, the "Website"), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.biophy.ai/privacypolicy, 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 Website.
This Website is offered and available to users who reside in the United States or any of its territories or possessions. By using this Website, 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 do not meet all of these requirements, you must not access or use the Website.
Changes to the Terms of Use
We may revise and update 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 Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
Unless otherwise stated, the Company is the owner or the licensee of all copyright, trademarks, design rights, database rights, confidential information or any other intellectual property rights (together the “Intellectual Property Rights”) on the Website. The Intellectual Property Rights in the Website and the information made available from the Website (“Site Content”) is protected by copyright and other intellectual property laws and treaties around the world. All such rights are reserved.
These Terms of Use permit you to use the Site Content for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit Site Content, except as follows:
· Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
· You may store files that are automatically cached by your Web browser for display enhancement purposes.
· You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
No other internal or external dissemination of any Site Content is permitted except as expressly indicated in these Terms of Use or your Terms of Sale with us. You must not use any Site Content for commercial purposes without obtaining a license to do so from the Company.
We may be prepared to allow you to distribute or reproduce parts of the material contained on the Website in certain other circumstances. Please e-mail the Company at info@biophy.ai if you wish to ask for permission to do so.
Subject to the above, you must not, in any way, modify the paper or digital copies of any materials you have printed off the Website or downloaded from the Website, and you must not use any illustrations, photographs, video or audio sequences or any graphics made available from the Website separately from any accompanying text.
The Company’s status (and that of any identified contributors) as the authors of Site Content must always be acknowledged.
If you print off, copy or download any Site Content in breach of these Terms, your right to use the Website will cease immediately and you must, at our option and your cost, return or destroy any copies of the materials you have made.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
· In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
· For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
· To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
· To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
· To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
· To develop machine learning models or related technology.
· To generate content that may harm or promote the harm of individuals or a group, such as (i) content that promotes or encourages hatred; (ii) content that facilitates methods of harassment or bullying to intimidate, abuse, or insult others; (iii) content that facilitates, promotes, or incites violence; (iv) content that facilitates, promotes, or encourages self harm; (v) personally identifying information for distribution or other harms; (vi) tracking or monitoring people without their consent; or (vii) content that may have unfair or adverse impacts on people, particularly impacts related to sensitive or protected characteristics.
· To generate and distribute content intended to misinform, misrepresent, or mislead, including (i) misrepresentation of the provenance of generated content by claiming content was created by a human, or represent generated content as original works, in order to deceive; (ii) content that impersonates an individual (living or dead) without explicit disclosure, in order to deceive; (iii) misleading claims of expertise or capability made particularly in sensitive areas (e.g. health, finance, government services, or legal); or (iv) making automated decisions in domains that affect material or individual rights or well-being (e.g., finance, legal, employment, healthcare, housing, insurance, and social welfare).
· To generate sexually explicit content, including content created for the purposes of pornography or sexual gratification (e.g. sexual chatbots). Note that this does not include content created for scientific, educational, documentary, or artistic purposes.
Additionally, you agree not to:
· Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
· Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
· Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
· Use any device, software or routine that interferes with the proper working of the Website.
· Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
· Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
· Attempt to override or circumvent safety filters or intentionally drive any artificial intelligence (AI) tool on the Website to act in a manner that contravenes our policies.
· Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
· Otherwise attempt to interfere with the proper working of the Website.
Content Standards
These content standards apply to any and all content or materials transmitted or submitted to the Website, including through its interactive features, by users or any other persons (“User Contributions”). User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
· Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
· Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
· Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
· Be likely to deceive any person.
· Promote any illegal activity, or advocate, promote, or assist any unlawful act.
· Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
· Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
· Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. The Site Content is not a substitute for the skill, judgment, and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
The Company's opinions and analyses included on the Website are provided as of their date of publication, and are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security for any particular investor. The Site Content does not constitute an offer to sell or the solicitation of an offer to purchase any security or investment product or service, including any collective investment vehicle that may in the future be managed by the Company or any of its affiliates. The Company is not a registered broker/dealer and will not, under any circumstance, provide underwriting or other broker/dealer services.
All projections, market outlooks or estimates in these materials constitute “forward-looking statements” and are based on certain assumptions. Assumptions about events or outcomes that have not yet taken place are inherently unpredictable. Other events, which were not taken into account in formulating such projections, outlooks, estimates or assumptions, may occur and may significantly affect the same. Any projections, outlooks, estimates, or assumptions should not be construed as indicative of actual events that will occur.
The Company assumes no obligation to update, correct or otherwise revise the Site Content. While the Company has obtained information from sources it believes to be reliable, the Company may not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. We disclaim all liability and responsibility arising from any reliance placed on the Site Content by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. You agree that the Company will not be liable for any damages arising out of any inaccuracy in the information. You further agree that we will not be liable to you or any third party for any trading, investment, medical, commercial or other decisions made in reliance on the Site Content.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Online Purchases and Other Terms and Conditions
All purchases through our site or other transactions for the sale of services or information formed through the Website, or as a result of visits made by you are governed by your Terms of Sale with us, which are hereby incorporated into these Terms of Use.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Website is based in the Commonwealth of Pennsylvania in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICE IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your provision of information, any use of the Site Content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Use 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 the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use, our Privacy Policy, and Terms of Sale constitute the sole and entire agreement between you and Trial Risk Index, Inc. (DBA BioPhy) with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website.
Your Comments and Concerns
This website is operated by Trial Risk Index, Inc. (DBA BioPhy), 1650 Market Street, Suite 4810, Philadelphia, Pennsylvania 19103.
All feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@biophy.ai.