BALANX-BIO TERMS OF SERVICE

Welcome and thank you for your interest BalanX-Bio! These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”, “your”) and BalanX Bio LLC, a Limited Liability Company duly organized and existing under the laws of the United States, with primary offices located at [Insert Registered Address] (“BalanX Bio”, “Company”, “we”, “us”, “our”), governing your access to and use of all BalanX Bio websites, applications, platforms, software, APIs, digital products, services, and any related services, including but not limited to biotechnology tools, artificial intelligence and artificial general intelligence systems, data analytics platforms, portals, hosted services, mobile applications, branded services, affiliated services, and all future services provided by BalanX Bio (collectively, the “Services”).

By accessing, browsing, downloading, registering, installing, or otherwise using any portion of the Services (whether or not registration is required), you expressly acknowledge that you have read, understand, and agree to be bound by all terms, conditions, obligations, and provisions set forth herein, including any updates or modifications that BalanX Bio may make from time to time. If you do not agree to any portion of these Terms, you must immediately cease all access to and use of the Services.

Where these Terms include provisions that by their nature survive termination, expiration, or cancellation of your use of the Services (including but not limited to intellectual property, confidentiality, indemnification, warranty disclaimers and limitations of liability), those provisions will continue in full force and effect.

Definitions

In these Terms, unless the context otherwise requires:
“Account” means any account registered by you with BalanX Bio for access to the Services, whether free or paid. “Content” means any data, text, images, video, audio, output, reports, feedback, models, files, code, results, analytics, documents, input, information, or other materials, whether provided by BalanX Bio, Users, or third parties, that are displayed, hosted, processed, transmitted, generated, stored, or otherwise made available through the Services. “Biotech Services” includes tools, services, models, software, algorithms, analytics, dashboards, platforms, APIs, and applications developed or delivered by BalanX Bio that relate to biological data, clinical science, healthcare insights, laboratory analysis, biotechnology modeling, genomics or other life sciences domains. “AI Systems” and “AGI Systems” refer to any artificial intelligence, machine learning systems, models, large language models (LLMs), generative AI, artificial general intelligence, autonomous reasoning engines, neural networks, or other algorithmic systems provided through the Services. “User Content” means Content that you create, upload, input, submit, generate, or otherwise provide through the Services. “Third Party” means any entity, software, service, data source, provider, or integration that is not owned or controlled by BalanX Bio but may interoperate with or be accessed through the Services.

Eligibility / Account Registration

You represent and warrant that you have the legal capacity, right, and authority to enter into these Terms and to use the Services in any jurisdiction in which you access the Services.

You must be at least the age of majority in your place of residence (typically 18 years of age or older) to use the Services. If you are under the age of majority, you may only access and use the Services with the involvement and consent of a parent or legal guardian who accepts these Terms on your behalf.

When you register for or use the Services, you agree to provide accurate, current, and complete information. You will not misrepresent your identity or use a false identity. You agree to maintain and promptly update your account information to keep it accurate, current, and complete.

You are solely responsible for maintaining the confidentiality and security of your account login credentials, passwords, multi-factor authentication devices or codes, and for any and all activity that occurs under your account, whether or not authorized by you. You agree to notify BalanX Bio immediately of any unauthorized use of your account or known or suspected security breach.

BalanX Bio may, at its sole discretion and without prior notice, suspend, disable, deactivate, or terminate your Account or access to the Services, for cause, including but not limited to a breach of these Terms, fraudulent activity, misuse of the Services, repeated copyright or intellectual property infringement, or conduct that could harm the Company, other Users, or third parties.

License Grant / Scope to Use

Subject to your compliance with these Terms, BalanX Bio grants you a limited, non-exclusive, non-transferable, non sublicensable, revocable license to access and use the Services solely for your internal personal, educational, business, or professional purposes, and not for resale or commercial exploitation apart from the express licensing arrangements you may negotiate and enter into with BalanX Bio.

The Services are intended for global use and accessibility. You understand and agree that BalanX Bio may deliver, process, store, and transfer Content and Personal Data across international borders, subject to applicable law and lawful safeguards (including but not limited to GDPR mechanisms, Standard Contractual Clauses, adequacy decisions, and other recognized lawful transfer frameworks).

You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, models, or structures underlying any portion of the Services, including AI or AGI systems.
• Modify, adapt, translate, or create derivative works of the Services or any portion thereof.
• Use the Services or Content in any unlawful manner, for unlawful purposes, or in violation of any applicable local, national, or international law or regulation.
• Circumvent or attempt to circumvent authentication, access controls, encryption, usage limits, quotas, licensing, or any security technology.
• Interfere with the operation or performance of the Services or any other user's use of the Services.
• Transmit viruses, malware, ransomware, spyware, or any other harmful code or data.
• Collect or attempt to collect personal data of other Users unlawfully or without their explicit consent.

User Contents and Rights

You retain all ownership rights in User Content that you submit, provide, upload, or create through the Services, subject to the license you grant to BalanX Bio under this Section.

By providing User Content to the Services, you grant BalanX Bio, its affiliates, licensors, successors, and permitted assigns a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable (through multiple tiers) license to use, copy, modify, adapt, distribute, publicly perform, publicly display, make, have made, sell, offer for sale, and otherwise exploit such User Content in connection with providing, operating, improving, and promoting the Services and for any other lawful purpose.

You represent and warrant that you own or have the necessary rights to provide User Content, and that your User Content does not violate the rights of any third party, including privacy rights, publicity rights, intellectual property rights, or any applicable law.

BalanX Bio reserves the right (but is not obligated) to monitor, review, modify, refuse, remove, or disable User Content that BalanX Bio, in its sole discretion, considers to be unlawful, offensive, harmful, violating these Terms, or otherwise inappropriate.

Intellectual Property Rights

All intellectual property rights in the Services, including software, source code, models, algorithms, designs, documentation, interface elements, graphics, logos, trademarks, and trade secrets, are owned by BalanX Bio or its licensors. These Terms do not grant you any rights, title, or interest in or to the Services or associated intellectual property except for the limited license expressly provided herein.

Biology, Healthcare, Biotech & AI Disclaimers

The Services may provide scientific, experimental, computational, clinical, healthcare-related, laboratory, biotechnology, diagnostic, genomic, cellular, pharmaceutical, or health-related data, tools, analysis, predictive insights, or models (collectively, “Biotech Content”). You acknowledge and agree that Biotech Content is provided for informational, educational, research, analytical, or decision-support purposes only and does not constitute medical, clinical, diagnostic, therapeutic, health care, pharmaceutical, or biological advice.

Use of Biotech Content does not create a physician-patient, clinician-client, laboratory-client, health care provider, or other professional relationship between you and BalanX Bio. You agree that you will not rely on Biotech Content as a substitute for professional judgment, diagnosis, or treatment by qualified professionals (e.g., medical doctors, genetic counselors, licensed laboratory directors, or other licensed professionals).

Where Biotech Content, AI/AGI outputs, analytics, or insights are used in connection with clinical decisions, research, healthcare operations, regulatory compliance, patient care, business decisions, or scientific experimentation, you expressly agree that you are solely responsible for independent verification and professional validation prior to any application, interpretation, recommendation, or implementation.

Unless explicitly stated in writing by BalanX Bio, no part of the Services constitutes a CLIA-certified clinical laboratory service or test, and BalanX Bio is not a clinical laboratory entity under applicable laws including CLIA, CAP, ISO 15189, or similar regulatory frameworks.

Unless expressly communicated in writing and with proper regulatory documentation, no Biotech Content, AI/AGI System, product, method, technique, or recommendation made available through the Services should be understood to be approved, cleared, certified, authorized, or endorsed by any regulatory agency including the United States Food & Drug Administration (FDA), European Medicines Agency (EMA), MHRA (UK), TGA (Australia), CDSCO (India), Ministry of Health or equivalent bodies in any jurisdiction.

Third-party Content, Integrations, & Dependencies

The Services may include content, links, integrations, software libraries, tools, data feeds, documentation, materials, or functionality provided by third parties (“Third-Party Content”). You agree that BalanX Bio does not control, endorse, warrant, or assume responsibility for Third-Party Content.

Your use of Third-Party Content is at your own risk. You agree to observe and comply with the terms, conditions, privacy policies, and practices of any third party whose services or content you access through the Services.

Reference to or inclusion of a third party in the Services does not imply endorsement, sponsorship, recommendation, or affiliation unless expressly stated.

Payments, Fees, and Subscriptions

Certain aspects of the Services may be offered for a fee. You agree to pay all applicable fees in accordance with the pricing, billing terms, and payment schedules provided by BalanX Bio.

By providing payment information, you authorize BalanX Bio and its payment processors to charge all fees incurred through your account. You agree to keep your payment method current.

You are responsible for all applicable taxes, duties, tariffs, or assessments arising out of use of the Services.

Unless required by law or specified otherwise in writing, all fees paid are non-refundable.

User Data, Privacy, and Global Data Protection

Your privacy and personal data are governed by the BALANX BIO LLC GLOBAL PRIVACY POLICY, which is incorporated into these Terms by reference and forms a binding part of this agreement.

By using the Services, you acknowledge and agree that we may collect, process, store, transfer, and disclose your Personal Data (as defined in the embedded Privacy Policy) in accordance with applicable global data protection laws and lawful bases including, where applicable, the GDPR, CCPA/CPRA, PDPA, LGPD, UK GDPR, and other privacy regimes.

You further acknowledge that global data transfers (e.g., between the EU, UK, Asia, and the United States) may occur and are governed by lawful mechanisms including adequacy decisions, Standard Contractual Clauses, Binding Corporate Rules, or other permitted transfer instruments.

Intellectual Property & Ownership

All software, code, APIs, algorithms, models, data, content, designs, documentation, graphics, interfaces, trademarks, and trade dress provided through the Services are proprietary to BalanX Bio or its licensors.

BalanX Bio's names, logos, and brands are trademarks of BalanX Bio. You may not display or use these marks without express written permission.

Indemnification

You agree to defend, indemnify, and hold harmless BalanX Bio, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any losses, liabilities, claims, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms.
• Your use, misuse, or inability to use the Services.
• Your User Content or conduct.
• Any claim that your use of the Services violates law or third-party rights.

Limitation of Liability

IN NO EVENT SHALL BALANX BIO OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR REPUTATIONAL HARM), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, BALANX BIO'S MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO BALANX BIO IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the substantive laws of the United State, without regard to conflict of law principles.

Any dispute arising out of or related to these Terms, your use of the Services, or any alleged breach shall be resolved by binding arbitration administered by a recognized arbitration institution under its rules, conducted in Michigan, USA (unless otherwise required by applicable law).

To the fullest extent permitted by law, you agree to resolve disputes on an individual basis and waive the right to participate in class or representative actions.

Termination

BalanX Bio may suspend or terminate your access at any time for any reason, including breach of these Terms. Upon termination, your license and rights under these Terms will immediately cease and any outstanding obligations shall survive.

Modification of Terms

We may modify, amend, or replace these Terms at any time. If we make material changes, we will provide notice (e.g., via email or posting). Continued use after changes indicates acceptance of the updated Terms.

Entire Agreements

These Terms, together with all referenced policies, constitute the entire agreement between you and BalanX Bio regarding the Services and supersede all prior or contemporaneous communications.


If you have questions about these Terms, please contact: BalanX Bio LLC - contactl@balanxbio.com