Terms, privacy and data use

1. Acceptance of these terms

These Terms of Use, together with the Privacy Notice, the Cookie Notice and any supplemental terms presented to you in connection with a specific feature, program, quotation, order acknowledgement or service (collectively, the "Terms"), constitute a legally binding agreement between you and PBS Biotech, Inc., a Delaware corporation with its principal place of business at 4721 Calle Carga, Camarillo, California 93012, United States ("PBS Biotech", "we", "us" or "our"), governing your access to and use of pbsbiotech.com, any successor or affiliated properties, the account areas, the resource library, calculators, configurators, forms, communications and any other content, software or functionality made available by us (collectively, the "Site").

By accessing the Site, creating an account, submitting a form, downloading any document or otherwise indicating assent, you acknowledge that you have read, understood and agree to be bound by the Terms, and you represent that you have the authority to bind any entity on whose behalf you act. If you do not agree to the Terms in their entirety, you must not access or use the Site.

2. Eligibility and permitted users

The Site is intended for business and professional use by persons who are at least eighteen (18) years of age and who are acting in the course of their employment, research, education or profession. The Site is not directed to consumers, to children, or to any person in a jurisdiction where the provision of the Site would be contrary to applicable law. We reserve the right, in our sole discretion and without notice or liability, to refuse, restrict, suspend or terminate access to the Site or to any account, in whole or in part, for any reason or for no reason.

3. Accounts, credentials and accuracy of information

Certain areas of the Site require registration. You agree to provide accurate, current and complete information, including a valid business email address, and to maintain and promptly update that information. Accounts are personal to the individual registrant, are not transferable, and may not be shared. You are solely responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account, whether or not authorized by you, and you agree to notify us immediately of any suspected unauthorized use.

You acknowledge that information you submit at registration or in your research profile, including team, organization type, cell type, process stage, target working volume and topics of interest, is provided voluntarily by you, is not confidential, and may be stored, processed, combined with other data and used as described in these Terms and in the Privacy Notice.

4. Personalization, profiling and automated content selection

The Site displays personalized content, including ranked resources, product suggestions, promotional banners, program and bundle recommendations, event invitations and other marketing material, selected automatically on the basis of information you provide, information derived from your interactions with the Site and communications, information provided by our service providers, and inferences drawn from any of the foregoing. You expressly consent to such profiling and automated content selection.

Personalized output is provided for general informational and commercial purposes only. It does not constitute a recommendation with respect to your specific process, product, protocol, regulatory strategy or purchase decision, is not the result of an engineering or scientific evaluation of your circumstances, and must not be relied upon as such. We do not represent that personalized output is complete, current, accurate, suitable or free of error, and we disclaim any obligation to explain, justify or reproduce the basis on which any particular item is or is not surfaced to you.

Where automated processing is subject to rights of objection or human review under applicable law, you may contact us at the address in Section 24 and we will handle the request in accordance with that law. Nothing in this Section grants rights beyond those conferred by applicable law.

5. Third party services, processors and subprocessors

We operate the Site with the assistance of third party providers, and we may add, change, replace or discontinue any such provider at any time, in our sole discretion, without notice to you and without liability. These providers may include, without limitation, customer relationship management and marketing automation platforms (for example HubSpot, Inc.), email delivery and campaign platforms (for example Intuit Mailchimp), website hosting and content delivery providers, analytics and measurement providers, form, survey and scheduling providers, advertising and audience platforms, payment and commerce platforms operating our online store, identity and authentication providers, customer support and ticketing systems, enterprise resource planning and logistics systems, and providers of artificial intelligence, machine learning and large language model services (for example Anthropic PBC and its Claude models, and comparable providers) used to draft, classify, summarize, translate, tag, route, moderate or otherwise process content and communications.

You acknowledge and agree that your information may be disclosed to, stored by and processed by such providers for the purposes described in these Terms and in the Privacy Notice, including hosting, analytics, personalization, marketing, sales enablement, support, security and product improvement, and that such providers may in turn engage their own subprocessors. We contract with providers in a manner we consider commercially reasonable, but we do not control and are not responsible for their acts or omissions, their systems, their availability, or their independent processing of data, and we disclaim all liability arising from the same to the maximum extent permitted by law.

We do not authorize the use of your confidential technical information for the training of third party foundation models, but where you voluntarily submit content into an integrated third party feature, that content is subject to the third party terms applicable to that feature, and you are responsible for reviewing them before submitting anything you consider sensitive, proprietary or export controlled.

6. Marketing communications and consent

By creating an account, requesting a document, submitting an inquiry, attending a webinar, meeting us at an event or otherwise providing your contact details, you agree that we and our authorized distributors and affiliates may contact you by email, telephone, messaging and postal mail with newsletters, product and program information, event invitations, promotional offers and other commercial communications relevant to your stated or inferred interests, and that such communications may be personalized and may be measured by open, click, delivery and engagement tracking.

You may withdraw consent to commercial email at any time using the unsubscribe mechanism in the relevant message or by contacting us. Withdrawal of consent does not affect the lawfulness of processing carried out before withdrawal, does not extend to transactional, security, service, warranty, quality, recall or account administration messages, and may take up to ten (10) business days to take effect across all systems and providers.

7. Data we collect and how we use it

We collect information you provide directly, information collected automatically through cookies, pixels, tags, web beacons, server logs and similar technologies, and information received from third parties, including event organizers, data enrichment providers, advertising partners, distributors and publicly available sources. Categories may include identifiers, professional and employment information, commercial information, internet and network activity, approximate location derived from IP address, and inferences drawn from the foregoing.

We use this information to operate, secure and improve the Site, to personalize content and communications, to conduct marketing, advertising, lead scoring, segmentation, sales routing and business development, to respond to inquiries and provide quotations, to conduct research, analytics, benchmarking and product planning, to enforce these Terms, to comply with legal obligations, and for any other purpose disclosed at the point of collection or permitted by applicable law. We may retain, aggregate, anonymize or de-identify information and use it indefinitely and for any lawful purpose, including commercial purposes, without further notice or compensation to you.

8. International transfers

We operate from the United States and our providers operate globally. Your information may be transferred to, stored in and processed in the United States and other countries whose data protection laws may differ from those of your jurisdiction. Where required, transfers are made pursuant to appropriate safeguards such as standard contractual clauses. By using the Site you acknowledge such transfers.

9. Content, intellectual property and limited license

The Site and all content made available through it, including text, documents, application notes, protocols, case studies, posters, figures, images, video, software, calculators, models, data, layouts, look and feel, trademarks, service marks, trade dress, logos and the marks PBS Biotech, Vertical-Wheel, MiniPRO and PBS Biotech product designations, are owned by PBS Biotech or its licensors and are protected by United States and international intellectual property laws. All rights not expressly granted are reserved.

Subject to your continuing compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site, and to download and print a reasonable number of copies of documents made available for download, solely for your internal, non-commercial evaluation and professional reference. You may not modify, translate, republish, distribute, sell, license, mirror, frame, scrape, data mine, index for a third party service, use for competitive analysis, or use to train, fine tune or evaluate any machine learning model, any part of the Site or its content, without our prior written consent.

10. Your submissions and feedback

You retain ownership of content you submit, but you grant PBS Biotech a worldwide, perpetual, irrevocable, royalty free, fully paid, sublicensable and transferable license to use, host, store, reproduce, modify, create derivative works from, publish and display such content for the purposes of operating the Site, providing support, responding to your inquiries, and improving our products, services and communications. You represent that you have all rights necessary to grant this license and that your submissions do not infringe any third party right or disclose any third party confidential information.

Any suggestion, idea, enhancement request, benchmark, evaluation or other feedback you provide is provided voluntarily and non-confidentially and may be used by us for any purpose without restriction, attribution or compensation.

11. Acceptable use

You agree not to: access the Site by automated means except for search engine indexing we permit; circumvent authentication, rate limits or access controls; probe, scan or test the vulnerability of any system; interfere with or disrupt the Site; introduce malicious code; misrepresent your identity, affiliation or intent; use a competitor identity for the purpose of obtaining confidential commercial information; harvest contact details; use the Site to develop a competing product or service; or use the Site in violation of any applicable law, regulation, export control or sanctions program.

12. Technical information, specifications and no professional advice

Technical content on the Site, including scale-up models, calculators, energy dissipation rate figures, working volume ranges, growth and viability data, protocols and application notes, is provided for general informational purposes, reflects specific experimental conditions that may differ materially from yours, and is subject to change without notice. Nothing on the Site constitutes medical, clinical, regulatory, legal, engineering or other professional advice, a warranty of performance, a guarantee of results, or a representation that any product is suitable for a particular therapeutic, diagnostic, clinical or manufacturing application.

You are solely responsible for evaluating and validating any product, process, protocol or result for your intended use, for compliance with applicable regulatory requirements, and for the safety and suitability of your own operations. Products are for research or manufacturing use as specified in the applicable product documentation and are not sold for direct administration to humans or animals.

13. Quotations, orders and separate agreements

Information on the Site, including product descriptions, availability, configurations, lead times and pricing, is subject to change without notice, may contain typographical or descriptive errors, and does not constitute an offer capable of acceptance. All sales, quotations, service engagements, process development work and evaluations are governed exclusively by the applicable PBS Biotech standard terms and conditions of sale or service, or a separately executed written agreement, which in the event of conflict with these Terms control with respect to their subject matter. Purchases made through our online store are additionally governed by the terms of that store.

14. Third party sites and links

The Site may link to or embed third party sites, content and services, including our online store, social media pages and video platforms. We provide such links for convenience only, we do not endorse, control, monitor or assume responsibility for third party content, and your use of any third party site or service is at your own risk and subject to that party terms and privacy practices.

15. Availability, changes and beta features

We may modify, suspend, discontinue or restrict the Site, any account area, any content and any feature, in whole or in part, at any time, with or without notice. Features may be offered on a trial, pilot or beta basis and may be changed or withdrawn at any time. We do not guarantee uninterrupted or error free operation, retention of any content, or that content will remain available for any period.

16. Disclaimer of warranties

THE SITE, ITS CONTENT, ANY PERSONALIZED OUTPUT AND ANY MATERIALS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PBS BIOTECH AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PBS BIOTECH OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, CELLS, MATERIALS, BATCHES, PRODUCTION TIME OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS (USD 100) OR THE AMOUNT YOU PAID TO US FOR ACCESS TO THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, IN WHICH CASE THE EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED.

18. Indemnification

You agree to defend, indemnify and hold harmless PBS Biotech and its affiliates, officers, directors, employees, agents, licensors and service providers from and against any claims, demands, actions, damages, losses, liabilities, fines, penalties, costs and expenses, including reasonable attorneys fees, arising out of or relating to your use of the Site, your submissions, your breach of these Terms, your violation of any law or third party right, or any use of your account credentials.

19. Governing law, arbitration and class action waiver

These Terms are governed by the laws of the State of California, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or relating to these Terms or the Site shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before a single arbitrator, seated in Ventura County, California, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

To the maximum extent permitted by law, disputes shall be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. Either party may bring an individual action in small claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened infringement or misappropriation of intellectual property or confidential information. Any claim must be filed within one (1) year after it arises or it is permanently barred.

20. Export control and sanctions

You represent that you are not located in, under the control of, or a national or resident of any country or territory subject to United States embargo or sanctions, that you are not listed on any United States government restricted party list, and that you will not export, re-export, transfer or use any content, product or technical data in violation of applicable export control or sanctions laws.

21. Termination

We may suspend or terminate your account and access to the Site at any time, with or without cause and with or without notice. Upon termination the licenses granted to you cease immediately. Sections concerning submissions and feedback, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution and miscellaneous survive termination.

22. Changes to these terms

We may revise these Terms at any time by posting an updated version with a revised effective date. Changes are effective upon posting unless otherwise stated. Your continued use of the Site after posting constitutes acceptance of the revised Terms. It is your responsibility to review the Terms periodically. If you do not agree to a revision, your sole remedy is to discontinue use and request deletion of your account.

23. Miscellaneous

These Terms constitute the entire agreement between you and PBS Biotech regarding the Site and supersede all prior understandings on that subject. If any provision is held unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall remain in full force. Our failure to enforce any provision is not a waiver. You may not assign these Terms; we may assign them freely, including in connection with a merger, acquisition, reorganization or sale of assets, in which case your information may be transferred as part of the transaction. Neither party is liable for delay or failure due to causes beyond its reasonable control. The Site is not directed to persons in jurisdictions where its provision would be unlawful, and those who access it do so on their own initiative and are responsible for compliance with local law.

24. Contact and rights requests

Questions about these Terms, requests to access, correct, delete or port personal information, objections to processing, and requests to opt out of the sale or sharing of personal information or of targeted advertising, may be sent to privacy@pbsbiotech.com or to PBS Biotech, Inc., Attn: Legal, 4721 Calle Carga, Camarillo, California 93012, United States. We will respond within the period required by applicable law. Verification of identity and authority may be required, and we may decline requests where an exemption applies.