Our solution takes you from single cell or single-nuclei suspension through library prep and sequencing and delivers immediate results via our analysis software, Trailmaker.
Our solution takes you from single cell or single-nuclei suspension through library prep and sequencing and delivers immediate results via our analysis software, Trailmaker.
These Terms of Service govern your use of the website located at https://www.parsebiosciences.com/ and any related services provided by Parse Biosciences.
By accessing https://www.parsebiosciences.com/, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing this website or using any other services provided by Parse Biosciences.
We, Parse Biosciences, reserve the right to review and amend any of these Terms of Service at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms of Service will take effect immediately from the date of publication.
These Terms of Service were last updated on 11 February 2022.
Limitations of Use
By using this website, you warrant on behalf of yourself, your users, and other parties you represent that you will not:
modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on this website;
remove any copyright or other proprietary notations from any materials and software on this website;
transfer the materials to another person or “mirror” the materials on any other server;
knowingly or negligently use this website or any of its associated services in a way that abuses or disrupts our networks or any other service Parse Biosciences provides;
use this website or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
use this website or its associated services in violation of any applicable laws or regulations;
use this website in conjunction with sending unauthorized advertising or spam;
harvest, collect, or gather user data without the user’s consent; or
use this website or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.
Intellectual Property
The intellectual property in the materials contained in this website are owned by or licensed to Parse Biosciences and are protected by applicable copyright and trademark law. We grant our users permission to download one copy of the materials for personal, non-commercial transitory use.
This constitutes the grant of a license, not a transfer of title. This license shall automatically terminate if you violate any of these restrictions or the Terms of Service, and may be terminated by Parse Biosciences at any time.
User-Generated Content
You retain your intellectual property ownership rights over content you submit to us for publication on our website. We will never claim ownership of your content, but we do require a license from you in order to use it.
When you use our website or its associated services to post, upload, share, or otherwise transmit content covered by intellectual property rights, you grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, distribute, modify, run, copy, publicly display, translate, or otherwise create derivative works of your content in a manner that is consistent with your privacy preferences and our Privacy Policy.
The license you grant us can be terminated at any time by deleting your content or account. However, to the extent that we (or our partners) have used your content in connection with commercial or sponsored content, the license will continue until the relevant commercial or post has been discontinued by us.
You give us permission to use your username and other identifying information associated with your account in a manner that is consistent with your privacy preferences, and our Privacy Policy.
Liability
Our website and the materials on our website are provided on an ‘as is’ basis. To the extent permitted by law, Parse Biosciences makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.
In no event shall Parse Biosciences or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use this website or the materials on this website, even if Parse Biosciences or an authorized representative has been notified, orally or in writing, of the possibility of such damage.
In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.
Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
Accuracy of Materials
The materials appearing on our website are not comprehensive and are for general information purposes only. Parse Biosciences does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this website, or otherwise relating to such materials or on any resources linked to this website.
Links
Parse Biosciences has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by Parse Biosciences of the site. Use of any such linked site is at your own risk and we strongly advise you make your own investigations with respect to the suitability of those sites.
Right to Terminate
We may suspend or terminate your right to use our website and terminate these Terms of Service immediately upon written notice to you for any breach of these Terms of Service.
Severance
Any term of these Terms of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms of Service is not affected.
Governing Law
These Terms of Service are governed by and construed in accordance with the laws of WA. You irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
Trailmaker Terms of Service
Revised May 21, 2024
Welcome and thank you for your interest in Parse Biosciences, Inc. (“Parse Biosciences,” “we,” “us” or “our”). Parse Biosciences currently makes Trailmaker, a cloud-based single call RNA sequencing data analysis platform, available to certain Eligible Customers (as described in more detail in Section 3.2 below) on a free trial or unpaid basis.
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND PARSE BIOSCIENCES. These Terms govern your use, and Parse Biosciences’ provision to you of, the cloud-based Trailmaker platform (the “Platform”), and any content, information, services, features, or resources available or enabled the Platform (collectively, with the Platform, the “Services”).
SUPPLEMENTAL TERMS AND ELIGIBILITY CRITERIA
Your use of the Services may be subject to any additional terms, conditions, and policies that we separately post on the Services (“Supplemental Terms”), which are incorporated by reference into these Terms. These Terms, together with any Supplemental Terms, constitute the “Agreement.” To the extent there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate.
Please note that access to the free trial or unpaid version of the Services under this Agreement is limited to users that are employed by or affiliated with an Eligible Customer (as defined in Section 3.2 below). By clicking “I accept” or accessing or using the Services, or any portion thereof, the individual accepting this these Terms or otherwise accessing or using the Services represents and warrants that such individual will only access and use the Services, and provide or make available User Content to the Services, as permitted by such Eligible Customer and in accordance with (i) any of the Eligible Customer’s policies applicable to the Services and (ii) any contracts between such individual and such Eligible Customer. In such a case, the Eligible Customer may control and administer the implementation of the Services and any accounts the individual uses to access the Services, including by controlling privacy-related settings, provisioning or deprovisioning access to the Services (or parts thereof), and managing permissions. Should you have any questions about the policies of your Eligible Customer, please contact the Eligible Customer directly.
ACCEPTANCE
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (ii) YOU ARE AT LEAST 18 YEARS OLD; AND (iii) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, THE INDIVIDUAL ACCEPTING THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES ALSO REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL IS DOING SO ON BEHALF OF, OR WITHIN SUCH INDIVIDUAL’S CAPACITY AS, A REPRESENTATIVE, AGENT, OR EMPLOYEE OF, AN ENTITY THIS IS AN ELIGIBLE CUSTOMER, AND SUCH INDIVIDUAL AND SUCH ENTITY REPRESENT, WARRANT, AND AGREE THAT: (a) THE TERM “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (b) THAT THE INDIVIDUAL ENTERING INTO THE AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT OR ARE NOT EMPLOYED BY OR AFFILIATED WITH AN ELIGIBLE CUSTOMER, YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SERVICES.
SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. The Services are made available under this Agreement, if at all, on an unpaid or free-trial basis, and as such, access is provided, on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied. IF YOU SUBSEQUENTLY PURCHASE A SUBSCRIPTION TO THE SERVICES, WE MAY TERMINATE YOUR TRIAL ACCESS IMMEDIATELY. PARSE BIOSCIENCES WILL BE FREE TO TERMINATE OR SUSPEND YOUR ACCESS TO THE SERVICES FOR ANY REASON AT ANY TIME AND WITHOUT LIABILITY OF ANY KIND. Parse Biosciences reserves the right to update, remove, modify or discontinue the Services, in whole or in part, at any time (including by limiting or discontinuing certain features of the Platform or Services), temporarily or permanently, at any time without notice to you and without liability of any kind. You may need to update third-party software from time to time in order to use the Services. Any future release, update, or other addition to the Services will be subject to the Agreement. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access or use of the Services. Parse Biosciences reserves the right to limit your access to the Services at any time, including by imposing caps on data, or imposing other limitations regarding your utilization of the Services.
THE AGREEMENT IS SUBJECT TO CHANGE BY PARSE BIOSCIENCES IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Parse Biosciences will make a new copy of these Terms available on the Platform, and any new Supplemental Terms will be made available from within, or through, the affected Services. We will also update the “Last Updated” date at the top of these Terms. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an account on the Services (“Account”) or another manner through the Services (which may include posting an announcement on the Platform). Parse Biosciences may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE PLATFORM TO VIEW THE THEN-CURRENT TERMS.
USE OF THE SERVICES.
3.1 Rights to use the Services. The Services, and any parts thereof, including the Platform, are protected by copyright laws throughout the world. Subject to the terms of this Agreement, Parse Biosciences grants you a non-exclusive, revocable right to access and use the Services solely for educational or research purposes. Unless otherwise specified by Parse Biosciences in a separate license, your right to use any part of the Services is subject to the Agreement. Parse Biosciences and its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any part of the Services terminates the rights granted by Parse Biosciences pursuant to the Agreement.
3.2 Eligible Customers. Access to and use of the Services, including the Platform, is currently provided free of charge to Eligible Customers, subject to certain limitations (including the duration of free trials) as may be imposed by Parse Biosciences from time to time; however, Parse Biosciences retains the right to implement a fee structure for any of these Services in the future. Access to the Services under this Agreement is currently limited to (i) non-profit academic research institutions, (ii) entities that have purchased any of Parse Biosciences’ products under the terms of a contract with Parse Biosciences that links to these Terms and expressly includes access to the Services at no additional cost; or (iii) entities that sign up for a free trial, in which case your free trial period will be limited to a period of four (4) months from the date that you first create an Account on the Services (each such institution or entity is an “Eligible Customer”).
3.3 Certain Restrictions. By accessing and using the Services you agree that you will not, and will not permit any third party to: (i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or any portion of the Services, including the Platform, or any content displayed thereon, except as expressly provided for herein; (ii) use any metatags or other “hidden text” using Parse Biosciences’ name or trademarks; (iii) frame or utilize framing techniques to enclose any trademark, logo, or other Parse Biosciences content (including images, text, page layout or form) of Parse Biosciences; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) access or use the Services in order to build a similar or competitive website, product, or service; and (vi) use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages or components of the Services.
3.4 No Support or Maintenance; Necessary Equipment. You acknowledge and agree that Parse Biosciences will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any expenses, including Internet connection or mobile fees, that you incur when accessing the Services. You acknowledge and agree that Parse Biosciences will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any expenses, including Internet connection or mobile fees, that you incur when accessing the Services.
3.5 Ownership. Excluding any User Content (defined in Section 5.1 below) that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Parse Biosciences or Parse Biosciences’ suppliers or licensors. Neither this Agreement (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Section 3. Parse Biosciences and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.
REGISTRATION AND ACCOUNTS
4.1 Registration and Account Creation. To access and use certain features of the Services, you may need to register or create an Account and provide certain information about yourself as prompted by the Account registration form, including (but not limited to) an email address and password. You agree to provide information required for your use of the Services that is, and to update such information so it remains, true, accurate, current, and complete. Parse Biosciences reserves the rights to modify its eligibility criteria to use the Services at any time, and in some cases, at our sole discretion, to impose limitations or restrictions on or otherwise delete certain Accounts.
4.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You are responsible for maintaining the secrecy of any passwords that provide access to the Services and you will use reasonable efforts to prevent any unauthorized access or use of the Services and will immediately notify Parse Biosciences in writing of any unauthorized access or use. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. Parse Biosciences cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
USER CONTENT
5.1 User Content. “User Content” means any and all information, User Data, materials, and content that a user submits to, uploads, or otherwise makes available to the Services. User Content includes any data, such as raw or pre-processed data files from single cell RNA sequencing experiments and associated metadata, that you upload or submit to the Services (“User Data”). You are solely responsible for your User Content, and it is your responsibility to ensure that any data you provide to the Services from human donors is anonymized and cannot be traced back to the donor(s). You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate this Section 5. You further represent that you own and/or have all obtained all consents, permissions and other rights (including intellectual property rights) as may be necessary to enable you to grant us a license to your User Content as set forth in Section 5.3. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Parse Biosciences. Because you are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates this Section 5. Parse Biosciences is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
5.2 Protected Health Information and Personal Identifiable Information. The Services do not require access to any Protected Health Information, as such term is defined by the Health Insurance Portability and Accountability Act, as amended (“HIPAA”) and its implementing regulations. You further agree not to provide, and represent and warrant that any User Data or other User Content that is provided to the Services will not contain: (i) any Protected Health Information; (ii) any PII; or (iii) any content or material that is otherwise objectionable to us in our sole discretion. As used herein, “PII” means any information that constitutes: (a) “personal information”, “personal data”, “personally identifiable information”, or similar term that is subject to privacy laws, including but not limited to the California Consumer Privacy Act of 2018 and the General Data Protection Regulation 2016/679 (EU); (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard; (c) Social Security numbers, Social insurance numbers, passport numbers, driver’s license numbers or other government-issued identification numbers; (d) financial account numbers; (e) online account credentials; or (f) other information governed by the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act. You agree that you will deidentify any data in accordance with HIPAA prior to providing such information to the Services and will take all other steps necessary to ensure that no access to any Protected Health Information is provided to the Services and that no PII is included in your User Data. You acknowledge that Parse Biosciences is not a business associate (as that term is defined under HIPAA) or a payment card processor. In the event that Protected Health Information is inadvertently provided by you to Parse Biosciences, Parse Biosciences shall immediately notify you and shall immediately return or destroy the Protected Health Information and retain no copies of such Protected Health Information.
5.3 License. You hereby grant (and you represent and warrant that you have obtained all necessary rights, license, and consents to grant) to Parse Biosciences an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to use, reproduce, distribute, transmit, display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, either alone or as aggregated with data provided by other customers or users (i) to provide the Services to you and other users of the Services, which may include providing your User Content to other users of the Services with whom you may share User Content, (ii) to troubleshoot, improve, and enhance the Platform and Services and their features and functionality, (iii) to use your User Content to develop, enhance, and improve our algorithms and machine learning models (which may include cell assignment methods, biomarker assignment and signature development methodologies) and for our other business, development, diagnostic, security, corrective purposes, and (iv) to sublicense your User Data, when aggregated with data provided by other users, to third parties for research, development, or other business purposes, which may include enhancing and improving their algorithms and machine learning models. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. For clarity, you acknowledge that Parse Biosciences may utilize certain artificial intelligence tools, including third-party artificial intelligence tools (“AI Tools”), including without limitation to moderate and train on User Content. Accordingly, you acknowledge that your User Content may be used by Parse Biosciences, or third-party providers of AI Tools, to train, develop, enhance, evolve, and improve AI Tools and other artificial intelligence models, algorithms, and related technology, products, and services.
5.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate this Section 5 or any other provision of the Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 11, and/or reporting you to law enforcement authorities. You acknowledge and agree that we may take any of the actions described in this Section 5.4 at the direction of the Eligible Customer with which you are affiliated.
5.5 Your Data. Parse Biosciences is subject to certain laws and regulations, some of which are described herein. Please visit our Privacy Policy for more information on how we collect, use, and safeguard Personal Information (as defined therein).
5.6 Feedback. If you provide Parse Biosciences with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Parse Biosciences all rights in such Feedback and agree that Parse Biosciences shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Parse Biosciences will treat any Feedback you provide to Parse Biosciences as non-confidential and non-proprietary. You agree that you shall not submit to Parse Biosciences any information or ideas that you consider to be confidential or proprietary.
5.7 Acceptable Use Police. You agree not to: (i) use the Services to upload, transmit, display, or distribute any User Content that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable; (ii) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (iii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iv) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather, or assemble information or data regarding other users, including e-mail addresses, without their consent; (v) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (vi) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vii) interfere with any other user’s use and enjoyment of the Services; (viii) impersonate any person or entity, including any employee or representative of Parse Biosciences; or (ix) use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services.
PARSE BIOSCIENCES COMMUNICATIONS.
6.1 Promotional Email Communications. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SERVICES.
INDEMNIFICATION. To the extent permissible under applicable law, you agree to indemnify and hold Parse Biosciences (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of or inability to use the Services, (ii) your User Content, (iii) your violation of the Agreement, or (iv) your violation of applicable laws or regulations. Parse Biosciences reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Parse Biosciences. Parse Biosciences will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THIRD-PARTY LINKS AND APPLICATIONS; OTHER USERS
8.1 Third-Party Links, Applications and Ads. The Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links and Applications”) and advertisements for third parties (“Third-Party Ads”). Such Third-Party Links and Applications or Third-Party Ads are not under the control of Parse Biosciences, and Parse Biosciences is not responsible for any Third-Party Links and Applications and Third-Party Ads. Parse Biosciences provides access to these Third-Party Links and Applications and Third-Party Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications or Third-Party Ads. You use all Third-Party Links and Applications and Third-Party Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications and Third-Party Ads, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications and Third-Party Ads.
8.2 Other Users. Each user of the Services is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users are solely between you and such users. You agree that Parse Biosciences will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved. Provided, however, we reserve the right to intercede in such disputes at our sole discretion.
DISCLAIMERS THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. WE HAVE NO LIABILITY FOR RESULTS IN CONNECTION WITH THE SERVICES OR THE ACTIONS OR OMISSIONS OF ANY USER. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT WHETHER PROVIDED BY PARSE BIOSCIENCES OR ANOTHER USER OF THE SERVICES. PARSE BIOSCIENCES (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
LIMITATION ON LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PARSE BIOSCIENCES (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PART THEREOF, EVEN IF PARSE BIOSCIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED ($100) DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PARSE BIOSCIENCES AND YOU.
TERM AND TERMINATION. Subject to this Section 11, the Agreement will remain in full force and effect while you use the Services. We may suspend, restrict, or terminate your rights to use the Services or any portion thereof (including your Account) at any time for any reason at our sole discretion, with or without notice, including for any use of the Services in violation of the Agreement. If you are using the Services as part of a free trial, then this Agreement and your rights to use the Services will automatically terminate at the end of the free trial term. You may terminate your Account and this Agreement at any time by contacting us at . Upon termination of your rights under the Agreement, your Account and right to access and use the Services will terminate immediately. Parse Biosciences will not have any liability whatsoever to you for any termination of your rights under the Agreement, including for termination of your Account or deletion of your User Content. Even after your rights under the Agreement are terminated, the following provisions of these Terms will remain in effect: Sections 3.3 through 3.5, 4.2, and 5 through 13, as well as any other provisions in the Supplemental Terms (if any) that survive by their terms.
COPYRIGHT POLICY. Parse Biosciences respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification must be provided to our designated Copyright Agent:
your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our Services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Parse Biosciences is: Designated Agent: Parse Legal Address of Agent: 700 Dexter Ave N Suite 600, Seattle, WA 98109, USA Email:
GENERAL
13.1 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Parse Biosciences’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.2 Force Majeure. Parse Biosciences shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
13.3 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, U.S.A. without regard to conflict of laws principles and the parties hereby irrevocable submit and consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington. If any provision hereof shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the remaining provisions of this Agreement shall not be affected thereby.
13.4 Notice. Where Parse Biosciences requires that you provide an e-mail address, you are responsible for providing Parse Biosciences with your most current e-mail address. In the event that the last e-mail address you provided to Parse Biosciences is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Parse Biosciences’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Parse Biosciences at the following address: 700 Dexter Ave., Suite 600, Seattle, WA 98109. Such notice will be deemed given when received by Parse Biosciences by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
13.5 Electronic Communications. By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Policy, currently available at https://www.parsebiosciences.com/privacy-policy/, as may be updated by Parse Biosciences from time to time (the “Privacy Policy”). Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. You agree that Parse Biosciences may send any notices referenced in this Agreement to any email address that you provide to Parse Biosciences.
13.6 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.7 Severability. If any portion of the Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
13.8 International Users. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Parse Biosciences intends to announce such services or content in your country. The Services are controlled and offered by Parse Biosciences from its facilities in the United States of America. Parse Biosciences makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
13.9 Export Control. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Parse Biosciences, or any products utilizing such data, in violation of the United States export laws or regulations.
13.11 Entire Agreement. The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter
13.12 Contact Information: Parse Biosciences, Inc.
700 Dexter Ave., Suite 600 Seattle, WA 98109
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