Terms of Service

These Terms of Service were last updated on February 18th, 2022.

The following terms of service (the “Terms of Service”) govern your use of the Biobox Services (as defined below). By visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the BioBox Services, you (the “Customer”) are entering into these Terms of Service with BioBox Analytics Inc. (“BioBox”) (BioBox and the Customer, the “Parties” and each a “Party”). These Terms of Service are effective on the earlier of: (a) the date the Customer first uses any part of the BioBox Services; and (b) the date the Customer agrees to be bound by these Terms of Service (the “Effective Date”).

BY USING THE BIOBOX SERVICES, THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(k). IF THE CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, THE CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE BIOBOX SERVICES. THE CUSTOMER REPRESENTS AND WARRANTS TO BIOBOX THAT THE CUSTOMER HAS THE CAPACITY TO ENTER INTO THESE LEGALLY BINDING TERMS OF SERVICE. IF THE CUSTOMER IS USING THE BIOBOX SERVICES ON BEHALF OF ANOTHER PERSON, THE CUSTOMER HEREBY REPRESENTS AND WARRANTS TO BIOBOX THAT THE CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THESE TERMS OF SERVICE. 


1. The Services

a. Provisioning of the BioBox Services. Subject to the Customer’s compliance with the terms and conditions of these Terms of Service, BioBox will make available to the Customer such services as are expressly provided for in any ordering document, including online, that has been presented to and accepted by the Customer, and to which these terms were referenced (the “Order Form”) on the terms and conditions set out in these Terms of Service during the Term: 

(i) the platform through which BioBox hosts and makes available the password protected websites used by BioBox to provide access to the BioBox Services to those employees and independent contractors authorized by the Customer to access and use the BioBox Services on the Customer’s behalf (each a “Permitted User”), including the website located at https://biobox.app (the “BioBox Platform”) in order to access and share research data among scientists and clinicians performing studies within a research group that is provided with secure and closed access only to those Permitted Users who are designated as participating in the research group (an “Organization”). The Customer designates an organizational owner with the rights to define the individuals who comprise an Organization and to provide such secure and closed access (the “Organizational Owner”); 
(ii) technical support for the BioBox Services (the “Support Services”);
(iii) any other applications, tools or services made available in connection with the BioBox Platform.; 
(iv) and any component or Modification of the offerings referred to in (i) through (iii) (collectively, the “BioBox Services”).

b. Restrictions on Use. The Customer will not itself and will not permit others to: 

(i) sub-license, sell, rent, lend, lease or distribute the BioBox Services or any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (collectively, “Intellectual Property Rights”) therein, or otherwise make the BioBox Services available to the parties other than Permitted Users; 
(ii) use the BioBox Services to permit timesharing, service bureau use or commercially exploit the BioBox Services; 
(iii) use or access the BioBox Services: (A) in violation of any applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, or other law, rule or regulation-making entity having jurisdiction over BioBox or Customer, as applicable (collectively, “Applicable Laws”) or Intellectual Property Right; or (B) in a manner that threatens the security or functionality of the BioBox Services; 
(iv) use the BioBox Services to create, collect, transmit, store, use or process any data, information, content, records, and files that the Customer (or any of its Permitted Users) loads or enters into, transmits to, or makes available to the BioBox Services, including but not limited to information about an identifiable individual or information that is subject to applicable privacy or data protection laws (“Personal Information”) (collectively, “Customer Data”): (A) in any manner that the Customer does not have the lawful right to create, collect, transmit, store, use or process; (B) that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
(v) Modify the BioBox Services by any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (collectively, “Modifications”); 
(vi) attempt to reverse engineer, de-compile or disassemble the BioBox Services;  
(vii) access or use the BioBox Services for the purpose of building a similar or competitive product or service; or
(viii) perform any vulnerability, penetration or similar testing of the BioBox Services.

c. Suspension of Access. Modifications. BioBox may without limiting any of its other rights or remedies at law or in equity under these Terms of Service, suspend the Customer’s access to or use of the BioBox Services if the Customer breaches these Terms of Service, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured seven (7) days after BioBox provides the Customer with written notice of such breach. Any permitted suspension of the BioBox Services by BioBox in accordance with Section 1(c) will not excuse the Customer from any of its obligations to pay Fees to BioBox. 

d. Modifications. BioBox may, from time to time and in its discretion, make any Modifications to the BioBox Services.

e. Subcontracting. BioBox may engage third parties to assist it in providing the BioBox Services or any part thereof.

2. Ownership; Reservation of Rights

  1. Except as expressly set forth in these Terms of Service, nothing in these Terms of Service assigns or grants to BioBox any right, title or interest including any Intellectual Property Rights in or to Customer Data. The Customer grants to BioBox a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right during the Term to access, collect, use, process, store, disclose and transmit Customer Data to: (i) provide the BioBox Services; (ii) improve and enhance the BioBox Services and its other offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). BioBox may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to the Customer of any kind. 
  2. BioBox or its licensors retain all right, title and interest including all Intellectual Property Rights in and to: (i) the BioBox Services; (ii) anything used, developed or delivered by or on behalf of BioBox under these Terms of Service; (iii) any data, information, outputs, records, reports or files that are produced from Customer’s use of the BioBox Services; and (iv) any Modifications to the foregoing (i)-(iii). 

3. Privacy

The Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with BioBox’s privacy policy located at https://biobox.io/privacy (the “Privacy Policy”). 

Customer User Account; Responsibility for Permitted Users 

  1. Upon the Customer’s request, BioBox will issue one or more administrator accounts to the Customer that provides the Customer with the capability to create user accounts (each, a “Customer User Account”) for use by the Customer and all individuals who are employees or contractors of the Customer that the Customer wishes to have access to and use of the BioBox Services (each user, and each administrator, a “Permitted User”). The Customer will ensure that each Permitted User only uses the BioBox Services through its assigned Customer User Account. The Customer will not allow any Permitted User to share its Customer User Account with any other person. 
  2. The Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the BioBox Services in compliance with these Terms of Service.
  3. The Customer will promptly notify BioBox of any actual or suspected unauthorized use of the BioBox Services. BioBox reserves the right to suspend, deactivate, or replace an Customer User Account if it determines that an Customer User Account may have been used for an unauthorized purpose.  
  4. The Customer will ensure that all individual users of the BioBox Services, including Permitted Users, are contractually bound to terms and conditions with the Customer that are no less restrictive or protective of BioBox’s rights than those set forth in these Terms of Service.

5. Organizational Owners; Organizations

For each Organization, the Customer will designate one Organizational Owner as the operator and administrator of the Organization and will assign an administrator Customer User Account to the Organizational Owner in respect of the Organization. The Organizational Owner will provide secure and closed access to other Permitted Users that are part of the Organization that the Organizational Owner has been assigned to. The Organizational Owner is wholly responsible for the conduct of Permitted Users in the Organization in which it operates and administers. For Organizational Owners who are not employees of the Customer, the Customer will enter into an agreement with such Organizational Owners, which will, among other things, confirm such responsibility.

6. Support

BioBox will provide the Customer with Support Services: (i) via email at support@biobox.io; and (ii) via BioBox’s knowledge base and documentation available online at https://docs.biobox.io.

7. Fees and Payment

  1. Fees. The Customer will pay to BioBox the fees described on BioBox’s pricing page found at https://biobox.io/pricing (the “Fees”). Unless otherwise noted by BioBox, all Fees are identified in US dollars and are payable in advance. If the Customer’s use of the BioBox Services exceeds the service capacity set forth in the Order Form or otherwise requires the payment of additional fees pursuant to the these Terms of Service, the Customer will be billed for such usage and the Customer will pay the additional fees in accordance with the Order Form or these Terms of Service, as applicable. 
  2. Changes to the Fees. BioBox reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 60 days prior notice to the Customer.
  3. Invoicing. BioBox will prepare and send to the Customer, at the then-current contact information on file with BioBox, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, the Customer will pay all invoiced amounts within 45 calendar days of the invoice date. 
  4. Disputed Invoices or Charges. If the Customer believes BioBox has charged or invoiced the Customer incorrectly, the Customer must contact BioBox no later than 45 days after having been charged by BioBox or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute. 
  5. Late Payment. The Customer may not withhold or setoff any amounts due under these Terms of Service. BioBox reserves the right to suspend the Customer’s access to the BioBox Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
  6. Taxes. The taxes payable under these Terms of Service are set out on BioBox’s pricing page found at https://biobox.io/pricing. 

8. Confidential Information

  1. Definitions. For the purposes of these Terms of Service, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its service providers, licensors or customers that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms of Service, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is the Customer includes Customer Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. 
  2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that party (“Affiliates”). As used in the definition of Affiliates, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity. Affiliates that have a “need to know” for the purposes of receiving or providing the BioBox Services and that have entered into written agreements no less protective of such Confidential Information than these Terms of Service; (ii) use Confidential Information of the Discloser other than to exercise its rights or perform its obligations under these Terms of Service; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take industry standard precautions to safeguard the other party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. 
  3. Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by Applicable Laws or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business.

9. Warranty; Disclaimer 

  1. Mutual Representations and Warranties. Each party represents and warrants to, and covenants with the other party that: (i) it has full power and all necessary rights to enter into these Terms of Service; and (ii) it will carry out its obligations under these Terms of Service in compliance with Applicable Laws. 
  2. Customer Warranty. The Customer represents and warrants to, and covenants with BioBox that Customer Data will only contain Personal Information in respect of which the Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by Applicable Laws, to enable BioBox to provide the BioBox Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to BioBox and to or from all applicable third parties. 
  3. GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, BIOBOX DOES NOT WARRANT THAT THE BIOBOX SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BIOBOX SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, THE BIOBOX SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND BIOBOX SERVICES PROVIDED BY BIOBOX TO THE CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND BIOBOX DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA, CONTENT OR INFORMATION PROVIDED TO THE CUSTOMER IN CONNECTION WITH THE CUSTOMER’S USE OF THE BIOBOX SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY THE CUSTOMER FOR ANY PURPOSE WHATSOEVER;

THE BIOBOX SERVICES ARE NOT DESIGNED OR INTENDED TO (I) BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT, MITIGATION OR PREVENTION OF A DISEASE, DISORDER OR ABNORMAL PHYSICAL STATE, OR ANY OF THEIR SYMPTOMS, OR (II) SUBSTITUTE THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF HEALTHCARE PROFESSIONALS. THE BIOBOX SERVICES SHOULD NOT BE USED AS A REPLACEMENT OR SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR ANY OTHER HEALTH CARE ADVICE, DIAGNOSIS, TREATMENT OR JUDGMENT;

THE BIOBOX SERVICES ARE NOT INTENDED FOR USE FOR HIGH RISK ACTIVITIES INCLUDING IN A CRITICAL CARE ENVIRONMENT; and

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT MEDICAL TREATMENT, HEALTH CARE-RELATED, DIAGNOSTIC, TREATMENT, MITIGATION OR PREVENTION DECISIONS WILL NOT BE MADE BY BIOBOX, ITS PERSONNEL OR SUBCONTRACTORS NOR THROUGH THE USAGE OF THE BIOBOX SERVICES BUT REMAIN BASED ENTIRELY UPON HEALTH CARE PROVIDERS’ PROFESSIONAL MEDICAL OR CLINICAL JUDGMENT AND IN ACCORDANCE WITH GENERALLY ACCEPTED STANDARDS OF MEDICAL OR CLINICAL PRACTICE, INCLUDING WITHOUT LIMITATION, VERIFYING CRITICAL OUTPUTS OF THE BIOBOX SERVICES, CONFIRMING THE ACCURACY OF HEALTH OR LIFE-THREATENING INFORMATION AND VERIFYING CRITICALLY IMPORTANT RESULTS IN THE SAME MANNER THAT SUCH INFORMATION AND RESULTS WOULD BE CONFIRMED OR VERIFIED IF THEY WERE IN PAPER FORM OR PROVIDED BY OTHER CUSTOMERS’ ELECTRONIC HEALTH RECORD SYSTEMS.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BIOBOX HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

10. Indemnities

  1. Customer Indemnity. The Customer will defend, indemnify and hold harmless BioBox, and its officers, directors, employees and agents (each, a “BioBox Indemnitee”) from and against any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) incurred by a BioBox Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an Affiliate of a BioBox Indemnitee) that arise from or relate to: (i) Customer Data; (ii) the Customer’s breach of Sections 1(b), 9(b) orthe Privacy Policy; or (iii) unauthorized use of the BioBox Services by the Customer or any Permitted User. 
  2. Indemnification Procedure. BioBox will promptly notify the Customer in writing of any Action for which BioBox believes it is entitled to be indemnified pursuant to this Section 10. BioBox will cooperate with the Customer at BioBox’s sole cost and expense. The Customer will promptly take control of the defense and investigation of such Action and will employ counsel of its choice to handle and defend the same, at the Customer’s sole cost and expense. BioBox’s failure to perform any obligations under this Section 10(b) will not relieve the Customer of its indemnity obligations under this Section 10 except to the extent that the Customer can demonstrate that it has been materially prejudiced as a result of such failure. BioBox may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

11. Limitation of Liabilities
 

  1. AMOUNT. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11(c), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER FOR THE BIOBOX SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.  
  2. TYPE. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11(c), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE BIOBOX SERVICES OR THESE TERMS OF SERVICE, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
  3. Exceptions. The exclusions and limitations in Sections 11(a) and 11(b) do not apply to: (i) the Customer’s obligations under Section 10; (ii) Losses arising out of or relating to the Customer’s breach of its obligations under Section 0; or (iii) Losses arising out of or relating to a party’s gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts. 

12. Term and Termination

  1. Term. These Terms of Service will commence on the Effective Date and continue to be in effect for a period of one month (the “Term”). The Term will automatically renew for successive one month terms unless either party provides the other party with written notice of its intention not to renew not less than 15 days prior to the end of the then current Term. 
  2. Termination for Cause. Either party may terminate these Terms of Service, effective on written notice to the other party, if the other party breaches these Terms of Service, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
  3. Transition. Upon termination of these Terms of Service, the Customer will immediately cease accessing or using the BioBox Services. Within thirty (30) calendar days following termination, BioBox will, at the Customer’s option, return to the Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by BioBox to provide the BioBox Services. 
  4. Survival. The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Section 2 (Ownership; Reservation of Rights), Section 3 (Privacy), Section 8 (Confidential Information), Section 9(c) (Disclaimer), Section 11 (Limitation of Liabilities), Section 12(d) (Survival), and Section 13 (General Provisions). 

13. General Provisions

  1. Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to BioBox, to the following address:

    6200-100 King Street West
    Toronto, Ontario, Canada
    M5X 1B8
    Attention: BioBox Analytics Inc.
    Email: support@biobox.io

and (ii) if to the Customer, to the current postal or email address that BioBox has on file with respect to the Customer. BioBox may change its contact information by posting the new contact information on the BioBox Platform or by giving notice thereof to the Customer. The Customer is solely responsible for keeping its contact information on file with BioBox current at all times during the Term.

  1. Assignment. Either party may, upon giving written notice to the other party, assign its rights and obligations under these Terms of Service to any of its Affiliates or pursuant to a merger, amalgamation or other corporate reorganization or a sale of substantially all of its assets. Except for such permitted assignment, neither party may assign these Terms of Service without the prior written consent of other party. These Terms of Service enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns. 
  2. Governing Law and Attornment. These Terms of Service and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with these Terms of Service in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, BioBox may: (i) commence lawsuits to collect unpaid fees from the Customer; and (ii) seek injunctive relief with respect to a violation of BioBox’s Intellectual Property Rights; in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. 
  3. Export Restrictions. The Customer agrees not to directly or indirectly export or re-export any of the BioBox Services without first obtaining all required licenses, permits and permissions required under Applicable Laws. BioBox makes no representation or warranty that the BioBox Services may be exported without the Customer first obtaining appropriate licenses or permits under Applicable Laws, or that any such license or permit has been, will be, or can be obtained.  
  4. Construction. Except as otherwise provided in these Terms of Service, the parties’ rights and remedies under these Terms of Service are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect.
  5. Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
  6. Severability. Any provision of these Terms of Service found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
  7. Waiver. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  8. Nature of Relationship. These terms of Service facilitates an arm’s length transaction between BioBox and the Customer, there is no employment relationship between BioBox and the Customer and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.
  9. Entire Agreement. These Terms of Service constitutes the entire agreement between the parties with respect to the subject matter of these Terms of Service and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral.
  10. Amendments. No amendment, supplement, modification, waiver, or termination of these Terms of Service and, unless otherwise expressly specified in these Terms of Service, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby.