Terms of Service

End-User Terms & Conditions of Use

Last Modified: April 30, 2021

DNAstack Corp. is a corporation formed pursuant to the Business Corporations Act, R.S.O. 1990, CHAPTER B.16 in Ontario, Canada. In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:

These terms and conditions (the “Terms”) form a legally binding agreement which govern your access to and use of DNAstack Corp.’s, (“we”, “us” or “our”) cloud based platform for genomics data management, analysis and sharing (the “DNAstack Platform”) hosted at https://dnastack.com/ and other domains and sub-domains.

IN THESE TERMS, THERE ARE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. YOU MUST REVIEW AND AGREE TO THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE BEFORE USING THE DNASTACK PLATFORM.

BY USING OUR DNASTACK PLATFORM, YOU, THE USER (“YOU” OR “YOUR”), REPRESENT AND WARRANT THAT:

  1. YOU ARE OF THE AGE OF MAJORITY; AND

  2. YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.

IF YOU ARE NOT OF THE AGE OF MAJORITY OR DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE OUR DNASTACK PLATFORM.

AMENDMENTS

AS OUR WEBSITE AND DNASTACK PLATFORM CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR DNASTACK PLATFORM, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND/OR DNASTACK PLATFORM AFTER SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU SHALL IMMEDIATELY STOP ACCESSING THE DNASTACK PLATFORM AND TERMINATE YOUR ACCOUNT, SUBJECT TO THE TERMS PROVIDED FOR HEREIN. WE MAY ALSO UNDERTAKE TO SEND YOU NOTICE OF ANY CHANGES TO THE TERMS OR POLICIES.

PRIVACY

WE USE YOUR PERSONAL AND BUSINESS INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY (WHICH IS INCORPORATED BY REFERENCE) AND THESE TERMS. BY USING OUR WEBSITE AND DNASTACK PLATFORM, YOU CONSENT TO SUCH PROCESSING AND YOU WARRANT THAT ALL INFORMATION PROVIDED BY YOU IS ACCURATE.

TO THE EXTENT YOU PROVIDE US WITH, OR UPLOAD DATA TO THE DNASTACK PLATFORM THAT INCLUDES THE PERSONAL INFORMATION OF ANOTHER PERSON, INCLUDING THEIR GENOMICS INFORMATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THEIR CONSENT TO PROVIDE US WITH THAT INFORMATION TO BE USED FOR THE PURPOSE(S) IN WHICH YOU WILL USE IT ON THE DNASTACK PLATFORM.

ESTABLISHING AN ACCOUNT

Licences to access the DNAstack Platform via an account are issued and paid for either:

  1. Pursuant to an enterprise level agreement, in which case you may be provided a licence and account access from that enterprise;

  2. Signing up directly on our website or DNAstack Platform; or

  3. Being sent account access from another user who has project administrator access (a “Project Administrator”).

IF YOU ARE A COMMERICAL OR FOR-PROFITY ENTITY, YOU MUST EXECUTE A ENTERPRISE LEVEL AGREEMENT WITH US BEFORE YOU CAN USE THE DNASTACK PLATFORM.

If you are granted a licence (whether by an enterprise, directly from us or otherwise) to access the DNAstack Platform, you will be required to register for an account. To establish an account you are required to provide the information requested by the DNAstack Platform and as set out in our Privacy Policy.

FEES AND TAXES

If you were given account access at the enterprise level, your account is paid for pursuant to a quote and corresponding agreement we have with that enterprise.

Where you establish an account directly on our website or the DNAstack Platform, you agree to pay all fees and taxes applicable to such access and resulting from the use of your account. We will collect a payment method from you, which you agree we are authorized to charge for all account usage, fees and taxes.

If you are a Project Administrator, you also agree to pay all fees and taxes arising from the use of accounts assigned to other end-users invited to, or otherwise participating in, your project(s). You agree that we are authorized to charge your payment method for all such account usage, fees and taxes.

Licence, account fees and taxes are based on, among other things, subscriptions and the volume of account usage. For an estimate and information on the fees applicable to accounts, visit https://dnastack.com/#/platform/pricing. You agree to pay all such fees and taxes specified on the DNAstack Platform and our website which apply to your account, and such end-user accounts you are responsible for.

Whether you signed up for free (following an invitation by an enterprise or Project Administrator), paid for account access or pay for account access hereinafter, you agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms, our Privacy Policy, Acceptable Use Policy and all other documents or policies incorporated by reference.

Upon establishing a user account with us, we hereby grant you a worldwide, non-transferable, non-exclusive license to access the DNAstack Platform in accordance with these Terms, but reserve the right to revoke said license and your access to our DNAstack Platform without cause or justification.

ACCOUNT NOT TRANSFERABLE, UPDATING YOUR ACCOUNT & SECURITY

If you establish an account with us (whether directly or via an enterprise or third party), access to your account is not transferrable and is only intended for the individual named on that account. You will be required to create a username and password. You are responsible for safeguarding the password you use to access the DNAstack Platform and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity. You also agree to immediately notify us of any unauthorized use of your account. To protect your account, you agree to immediately logout of the DNAstack Platform at the end of each session.

You understand that the technical processing and transmission of the DNAstack Platform (but not necessarily third party integrations), including your and each end-user’s content and data, will be transferred and stored encrypted. Nevertheless, such communications may still be hacked or stolen by third parties and involve transmissions over various networks and devices. You further agree and acknowledge that the DNAstack Platform is hosted on servers owned by third parties, which may be located in various jurisdictions.

While we take reasonable measures to back-up your data, without limiting any other section of these Terms, we accept no responsibility for any such hacked or breached network communications or the loss or damage to any of your data, User Content, systems, hardware, information or any other property. We recommend that you keep your own back-ups of data you upload or otherwise provide to the DNAstack Platform. Your data, information and User Content may not be available at all times and the DNAstack Platform is subject to periodic interruptions.

ACCEPTANCE OF RISK AND DISCLAIMERS

EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR DNASTACK PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

YOU ACKNOWLEDGE THAT IN SOME CASES COMPUTER CODE AND WORKFLOW PROCESSES AVAILABLE ON THE DNASTACK PLATFORM ARE MADE AVAILABLE BY OTHER USERS AND THIRD PARTIES. YOU AGREE THAT WE ARE NOT RESPONSIBLE AND SHALL NOT BE HELD LIABLE FOR YOUR USE OF SUCH COMPUTER CODE AND WORKFLOW PROCESSES. YOU USE SUCH COMPUTER CODE AND WORDFLOW PROCESSES AT YOUR OWN RISK. WHERE YOU ELECT TO USE SUCH COMPUTER CODE AND WORKFLOW PROCESSES, IT IS YOUR RESPONSBILITY TO ENSURE THE USER OR THIRD PARTY MAKING THEM AVAILABLE HAS ALL NECESSARY CONSENTS AND SECURITY MEASURES IN PLACE PERMITTING YOUR USE THEREOF.

WORKFLOWS PROVIDED BY OTHER USERS AND THIRD PARTIES MAY NOT BE RELIABLE AND MAY RUN FOR UNPREDICABLE TIMES, INCURRING UNEXPECTED CHARGES ON YOUR ACCOUNT WITH US. YOU AGREE YOU ARE RESPONSBLE FOR ALL SUCH CHARGES AND THAT IT IS YOUR OBLIGATION TO MONITOR WORKFLOW PROCESSES BEING RUN.

YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED DNASTACK PLATFORM, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.

DISCLOSURE PURSUANT TO COURT ORDER, SUBPOENA, OR OTHER LEGAL PROCESS

WE RESERVE THE RIGHT TO PROVIDE YOUR CONTENT AND INFORMATION (INCLUDING BUT NOT LIMITED TO YOUR PERSONAL INFORMATION, GENOMICS DATA, USER CONTENT AND BUSINESS INFORMATION) UPLOADED OR COLLECTED BY OUR WEBSITE OR DNASTACK PLATFORM TO THIRD PARTIES IF REQUIRED BY LAW (SUCH AS IN RESPONSE TO A SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS IN ANY JURISDICTION), AND TO COOPERATE WITH LAW ENFORCEMENT AUTHORITIES IN THE INVESTIGATION OF ANY CRIMINAL OR CIVIL MATTER.

IF WE ARE REQUIRED BY LAW TO MAKE ANY DISCLOSURE OF YOUR CONTENT (INCLUDING GENOMICS DATA), PERSONAL OR BUSINESS INFORMATION, WE MAY (BUT ARE NOT OBLIGATED TO) PROVIDE YOU WITH WRITTEN NOTICE (TO THE EXTENT PERMITTED BY LAW) PRIOR TO SUCH DISCLOSURE SO THAT YOU MAY TAKE APPROPRIATE ACTION.

WE ALSO OPERATE THE WEBSITE AND DNASTACK PLATFORM IN CONJUNCTION WITH OUR INDEPENDENT CONTRACTORS. OUR INDEPENDENT CONTRACTORS MAY HAVE ACCESS TO YOUR PERSONAL INFORMATION IN PROVIDING SERVICES TO US, OR PROVIDING YOU WITH ACCESS TO THE WEBSITE AND DNASTACK PLATFORM. WE MAY USE A VARIETY OF SERVICE PROVIDERS, EMPLOYEES AND SERVERS IN LOCATIONS BOTH INSIDE AND OUTSIDE OF CANADA, WHICH MAY MAKE YOUR PERSONAL INFORMATION THE SUBJECT OF FOREIGN LAWS AND FOREIGN LEGAL PROCEEDINGS.

TO THE EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS OR THIRD PARTY SERVICE PROVIDERS.

WE MAKE NO REPRESENTATION OR WARRANTY AS TO, AND CANNOT GUARANTEE, THE CONTINUED AND ONGOING AVAILABILITY OF OUR DNASTACK PLATFORM OR ANY PARTS THEREOF. WHERE PRACTICAL TO DO SO, WE WILL TAKE REASONABLE MEASURES TO INFORM YOU IF OUR DNASTACK PLATFORM, OR COMPONENTS THEREOF ARE BEING DISCONTINUED. IN THE EVENT WE NO LONGER OFFER OUR DNASTACK PLATFORM, YOU AGREE THAT WE MAY TERMINATE THIS AGREEMENT AND/OR ALL END-USER LICENCES AND ACCOUNT ACCESS, WITHOUT LIABILITY.

LIMITATION OF OUR LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR DNASTACK PLATFORM, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE DNASTACK PLATFORM.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR DNASTACK PLATFORM, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU (OR YOUR EMPLOYER ON YOUR BEHALF) TO ACCESS THE DNASTACK PLATFORM, OVER THE PRECEEDING THREE (3) MONTHS.

YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND DNASTACK PLATFORM, AND IF YOU ARE A PAYING USER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR DNASTACK PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM, AMONG OTHER THINGS (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCOROPRATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD PARTY RIGHT; (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE; (IV) ANY CLAIM FOR DAMAGES SUFFERED BY AN ENTERPRISE OR PROJECT ADMINISTRATOR THAT GAVE YOU ACCOUNT ACCESS, WHERE SUCH DAMAGES WERE CAUSED BY YOU, WHETHER WHOLLY OR IN PART; OR (V) ANY CLAIM AGAINST US FOR DAMAGES SUFFERED BY ANY OF YOUR EMPLOYEES, PEOPLE WHOSE GENOMICS DATA YOU USE, YOUR SUPPLIERS, YOUR CONTRACTORS, YOUR END-USERS OR YOUR CUSTOMERS, WHETHER ARISING FROM THE USE OF OUR DNASTACK PLATFORM OR OTHERWISE.

PROPRIETARY RIGHTS

Our Website and DNAstack Platform contain open source and public domain content, licenced content as well as proprietary content owned by us and by third-parties. You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos and audio) on our website or DNAstack Platform without the express consent of the owner. All other contents of our website and DNAstack Platform including, but not limited to, the computer code, is the property of DNAstack Corp. and/or our independent providers of content (“ICPs”) with all rights reserved.

Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of DNAstack Corp., including our logo, without our express permission.

YOUR CONTENT

Our website and DNAstack Platform permits you and other users the ability to upload and post content, including, but not limited to, computer code, workflow code and other data and information (“User Content”). We do not pre-screen User Content uploaded or posted to the website or DNAstack Platform by you or other users.

In addition to our Acceptable Use Policy, you agree not to use the DNAstack Platform in any manner which may infringe privacy, copyright or other intellectual property rights of any third- party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of these Terms.

We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party’s rights, these Terms or any policy incorporated by reference herein.

Where you upload User Content that consists of computer and workflow code (“Code”), you represent and warrant that you have due and lawful authority to make such Code and any underlying data or information, available on the DNAstack Platform. Where the Code pulls data or information from other sources, you represent and warrant to us, and all other users of the DNAstack Platform that you have obtained all required consents to use such data and information on the DNAstack Platform.

WHERE YOU ELECT TO SHARE DATA AND INFORMATION PUBLICALLY OR WITH OTHER USERS ON THE PLATFORM, YOU REPRESENT AND WARRANT THAT YOU HAVE ALL REQUIRED CONSENTS AND APPROVALS TO DO SO. YOU ARE SOLEY RESPONSIBLE FOR OBTAINING ANY SUCH CONSENTS AND APPROVALS.

PROPERTY AND FEEDBACK

Except for User Content, open source, and public domain content provided by third-parties, all rights, title and interest in and to our website and DNAstack Platform is and will remain the exclusive property of DNAstack Corp., our ICP’s and licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.

Our website and DNAstack Platform are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the website or DNAstack Platform.

All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein.

At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in our website or DNAstack Platform or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms.

COPYRIGHT NOTICE

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or DNAstack Platform, please notify our copyright contact at support@dnastack.com. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer’s account.

LINKED SITES

Whether or not we are affiliated with sites or third-party vendors that may be linked to our website or DNAstack Platform, we are not responsible for their content (the “Linked Sites”). The Linked Sites are for your convenience only and you access them at your own risk. We and other users provide links and references to material on other websites not owned or operated by us. Links found on our website or DNAstack Platform are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding websites at your own risk.

LAW OF THE CONTRACT (GOVERNING LAW) AND JURISDICTION

These Terms, all documents incorporated by reference, and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.

If you are a business, or you are not using the DNAstack Platform as a ‘consumer’, as that word is defined in the Consumer Protection Act, 2002, SO 2002, c 30, Sch A, you agree to the following arbitration provision:

If any dispute arises between the parties relating to the application, interpretation, implementation or validity of this agreement, the parties agree to resolve the dispute by arbitration at ADR Chambers (http://adrchambers.com) using the ADR Chambers Expedited Arbitration Rules. The parties agree that the ADR Chambers Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, and shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17, as amended from time-to- time. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

SEVERABILITY

If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

NO CONSTRUCTION AGAINST DRAFTER

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

WAIVER OF CLASS PROCEEDINGS AND TRIAL BY JURY

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors.

To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

INCORPORATION BY REFERENCE

All policies referred to in these Terms or anywhere on our website or DNAstack Platform are hereby incorporated by reference, including but not limited to our Privacy Policy and Acceptable Use Policy.

TERMINATION

You may stop using and delete your account at any time. Please contact us to learn more about cancelling your account. Your account and access to our DNAstack Platform may also be terminated by your employer or the applicable party authorizing and granting your account access. Prior to terminating or cancelling your account, you agree to pay all outstanding fees, expenses and taxes.

We reserve the right to suspend or cancel your account or access to our website or DNAstack Platform at any time, with or without cause, and with or without notice. Typical scenarios where this may occur include, but are not limited to, your breach or threatened breach of a term or condition of these Terms, or any documents or policies incorporated by reference, or your (or the applicable enterprise or Project Administrator’s) failure to make a payment owing to us.

The cancellation, suspension or termination of access to our website or DNAstack Platform shall not terminate these Terms. Without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding if your account is cancelled, suspended or terminated or if this agreement is terminated for any reason.

Upon the suspension, cancellation or termination of your account or the termination of this agreement, you agree that you are responsible for the payment of all outstanding fees, expenses and taxes owing to us.

YOUR DATA ON TERMINATION

You agree that upon cancellation, suspension or termination of your account, or these Terms, we may delete your data, information and User Content, and have no obligation to maintain or store such data, information or User Content.

Upon termination of your account or these Terms, your User Content, data and information on the DNAstack Platform will no longer be available for use or download. In addition, due to ongoing upgrades to our software, we cannot guarantee your data will be reusable on our (or any other) platform should you decide to cancel and then reestablish an account with us.

ASSIGNMENT OF THIS AGREEMENT

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our business or DNAstack Platform, the transfer of control of DNAstack Corp., or otherwise.

RIGHT TO SEEK INJUNCTION

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

WAIVER

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

OTHER TERMS

Any new features that augment or enhance the DNAstack Platform, including the release of new versions, new modules, tools and resources, shall be subject to these Terms. Continued use of the DNAstack Platform after any such changes shall constitute your consent to such changes. If you do not consent to such changes, your sole remedy is to terminate this agreement in accordance with the provisions herein.

FORCE MAJEURE

Unless expressly agreed to otherwise and without limiting any other section of these Terms, neither party will be liable for any failure or delay in its performance under this agreement due to any cause beyond its reasonable control that could not have been avoided by the exercise of reasonable foresight, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, terrorism, labour shortage or dispute, or governmental act, provided that the party affected by such failure or delay gives the other party prompt notice of such cause, and uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

ENTIRE AGREEMENT

This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing and signed by a duly authorized representative of DNAstack Corp.


Acceptable Use Policy and Code of Conduct End-User

Last Modified: July 23, 2017

WE ACCEPT NO RESPONSIBILITY FOR YOUR ACTIONS OR THE ACTIONS OF OTHER USERS OF THE WEBSITE AND DNASTACK PLATFORM (WHETHER ONLINE OR OFFLINE).

You agree to use our website (“Website”) and genomics platform (“DNAstack Platform”) in accordance with the following acceptable use and code of conduct guidelines. You agree that you:

  1. Will not upload, copy, distribute, share, sell, create derivative works of, or otherwise alter or use any content or data, in whole or in part, for any purpose whatsoever except as expressly authorized in this acceptable use policy and the Terms;

  2. Will only upload or otherwise use content or data that you have the appropriate consent to use;

  3. Will only upload or otherwise use content or data that does not breach any third party’s privacy or personal information rights;

  4. Will not upload, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, pornographic, threatening, racially or ethnically offensive or abusive, that would violate another person’s rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate;

  5. Will not use the DNAstack Platform, including any networks or servers it is connected to, to mine cryptocurrencies, including but not limited to BitCoin, Etherium, LiteCoin and others;

  6. Will not exploit the images of children or disclose personally identifiable information belonging to others;

  7. Will not upload, copy, distribute, share or otherwise use unsolicited or unauthorized advertising, promotional materials, or any junk mail;

  8. Will not upload, copy, distribute, share or otherwise use content (including workflow and other computer code) that contains or embodies software viruses or any other malicious computer code that is designed to, or may have the effect of, interrupting, undermining, destroying or limiting the functionality of the DNAstack Platform or any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner’s consent;

  9. Will only use code and workflows on the DNAstack platform that you are duly permitted to use, with all appropriate licences and consents;

  10. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;

  11. Will not impersonate any person or entity;

  12. Will not access the Website or DNAstack Platform in a manner which sends a volume of requests to the system which overloads or negatively impacts the ordinary operation of the system. In such cases, we may (i) restrict or throttle your access and API requests; or (ii) revoke your account access or API token.

  13. Will not interfere with or disrupt the Website, DNAstack Platform or servers or networks connected thereto, make the DNAstack Platform available over a network (other than our network) where it could be used by others or disobey any requirements, procedures, policies or regulations of networks connected to the DNAstack Platform;

  14. Will not use the Website or DNAstack Platform to artificially generate traffic or page links to a Website or for any other purpose not intended;

  15. Will not collect, harvest or store any personally identifiable information, including user account information, from us;

  16. Will not use the Website or DNAstack Platform in a way that has any unlawful or fraudulent purpose or effect;

  17. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website or DNAstack Platform, in whole or in part;

  18. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website or DNAstack Platform;

  19. Will not rent, lease, sublicense, transfer, sell, trade, resell or exploit for any commercial purposes any portion of the Website or DNAstack Platform (including, without limitation, your account information, use of the DNAstack Platform or access to the DNAstack Platform;

  20. Will not use your account for your own commercial purposes by sublicensing any rights granted by the Terms or, in any way, sharing the benefit of your account with others. Your account is non-transferrable and may only be used by you;

  21. Will not use the Website or DNAstack Platform in any way that violates the Terms, or that aids, encourages, or purports to authorize anyone else to violate the terms of this policy;

  22. Will not use the Website or DNAstack Platform in any way that intentionally or unintentionally violates any applicable local, state, provincial, national or international law, rule or regulation;

  23. Will not employ misleading e-mail addresses or falsify information in any part of any communication;

  24. Will not upload, transmit, disseminate, post, store or post links to any content that:

    1. prohibits from transmitting or posting by law, or by contractual or fiduciary relationship;

    2. facilitates hacking or unauthorized access or use of data, systems, servers or networks including any attempt to probe, scan or test for vulnerabilities, or to breach security or authentication measures;

    3. interferes with service to any user, system or network by using flooding techniques, overloading a system or a network, staging or broadcasting an attack or any other means resulting in a crash of a host either deliberately or by negligence;

    4. infringes on, or contributes to any infringement of, any intellectual property, material protected by copyright, trademark, patent, trade secret or proprietary right of any party.

We reserve the right in our sole discretion to revise this policy, which shall be posted on the Website and DNAstack Platform.

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