COSMOSID, INC

TERMS OF SERVICE

Last Modified: August 30, 2016

Scope of Agreement.

  1. Terms of Service. These terms of service ("Terms of Service") govern the access and use of the website www.cosmosid.com, and affiliated websites, features, services, mobile applications, products, software, documentation, associated media, printed materials, online or electronic documentation and sequencing of biological materials, and other services, or any portion thereof (collectively, the "Service"), owned or controlled by CosmosID, Inc., a Delaware corporation, or its affiliated companies ("CosmosID" or "we" or "our" or "us"). Affiliated companies are entities that control, are controlled by or are under common control with CosmosID, Inc.
  2. Privacy Policy. For information about how CosmosID collects, uses, and shares your information, please review our privacy policy ("Privacy Policy"), which can be found at www.cosmosid.com/privacy.html, and is incorporated herein by reference. You agree that by using the Service you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of such information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by CosmosID.
  3. Service. You agree that the Service is intended by CosmosID to be used for the conducting of research only. The Service is not designed to be used for patient care purposes and you are not to use the Service for patient care purposes. The Service is not intended to be used by you, or anyone, for any diagnostic purpose and are not a substitute for professional medical advice.
  4. Agreement. These Terms of Service, the Privacy Policy, and any other legal notices published by us on the Service are, collectively, an agreement (this "Agreement") between CosmosID and you ("You" or "your" or "you" or, a "User"), a user of the Service. By accessing or using the Service you acknowledge and agree to this Agreement, including, without limitation, these Terms of Service and the Privacy Policy. If you choose to not agree with any of the terms of this Agreement, including, without limitation, these Terms of Service or the Privacy Policy, you may not use the Service. This Agreement represents the entire agreement between you and CosmosID regarding the subject matter hereof and supersedes all prior discussions, communications, agreements, and understandings of any kind and nature between the parties. This Agreement may be modified at any time in the sole discretion of CosmosID by posting updated terms on the Service.

Intellectual Property

  1. Ownership of Marks and IP. The design, trademarks, service marks, and logos of CosmosID and the Service ("CosmosID Marks"), are owned by or licensed to CosmosID, subject to copyright and other intellectual property rights under United States, foreign laws and international conventions. Except as otherwise indicated, all copyright rights and other intellectual property rights in the Service and its contents, including any and all CosmosID Marks, content, data, databases, information, text, music, sound, photos, images, graphics, audio, video, software, code, technology, methods, analyses, studies, reports, and other intellectual property contained therein ("CosmosID IP") are owned by or licensed to CosmosID, and protected by law, including copyright, database, trade secret, and trademark laws of the United States and all applicable jurisdictions, as well as other applicable state, national, and international laws and regulations.
  2. License. During the term of this Agreement, CosmosID grants you a limited, non-exclusive, non-transferable license to access the Service for your use in accordance with these Terms of Service. CosmosID reserves all rights not expressly granted in and to the Service. You agree to not engage in the use, copying, or distribution of any of the Service, or any portion thereof, other than as expressly permitted.

Your Account

  1. Account Registration. If you choose to register for a CosmosID account, you must complete the account registration process by providing us with current, complete, and accurate information as prompted by the applicable registration form. You agree to register only once using a single account. You agree you will not (i) register on behalf of another person; (ii) register under the name of another person or under a fictional name or alias; (iii) choose a username that constitutes or suggests an impersonation of any other person (real or fictitious) or entity or that you are a representative of an entity when you are not, or that is offensive; (iv) choose a username for the purposes of deceiving or misleading our users and/or CosmosID as to your true identity; or (v) choose a username that incorporates a solicitation.
  2. Account Information. You are entirely responsible for maintaining the confidentiality of your account information and password. Furthermore, you are entirely responsible for any and all activities that occur under your account. You should notify us immediately of any known or suspected unauthorized use of your username and password or any other breach of security. CosmosID will not be liable for any loss that you may incur as a result of someone else using your username, password, or account, either with or without your knowledge. You could be held liable for losses incurred by CosmosID or another party due to someone else using your username, password, or account. You may not use anyone else's account at any time, without the permission of the account holder. Your account is unique to you and may not be transferred to any third party.
  3. Account Security. CosmosID cares about the integrity and security of your account information. However, CosmosID cannot guarantee that unauthorized third parties will never be able to defeat the Service's security measures or use any personal information you provide to us for improper purposes. You acknowledge that you provide your account information at your own risk.

Data.

  1. Definition. As a user with a registered account, you may be able to submit data to the Service, including videos, photos, images, audio, text, information (including, without limitation, Personally Identifiable Information), and any other data. "Data" includes all information, files, or data uploaded to, provided to, stored on, created within, created as a result of use of the Service, including without limitation, any genomic information generated by sequencing instruments and further analysis or processing conducted on such information. You shall be solely responsible for your own Data and the consequences of submitting and storing your Data on the Service. You further agree that you will not submit to the Service any Data or other material that is contrary to these Terms of Service or contrary to applicable local, national, and international laws and regulations.
  2. De-Identified Information. When uploading, transmitting, or modifying Data that contains information of a person, including without limitation, Data consisting of genomic information (whether whole genome sequences or portions), you agree not to provide any personally identifying information as defined by applicable law (e.g., the Health Insurance Portability and Accountability Act of 1996). For example, you will not provide the name, date of birth, address, social security, government issued identification number, or any other information that would directly or indirectly identify the individual from whom any genomic information was derived.
  3. Ownership; Use of Data. You retain all of your ownership rights in your Data. However, by submitting Data to the Service, you agree that CosmosID may use the Data in connection with the Service and related products and services, and you hereby grant to CosmosID a perpetual, irrevocable, world-wide, non-exclusive, sublicensable, transferrable, fully-paid license to use the Data as provided in this Section. CosmosID may use, develop, copy, and create derivative works from your Data in providing the Service to its other customers and to improve the Service and develop new services. CosmosID may also provide access to your Data to customers, provided that if CosmosID shall provide access to your Data, CosmosID shall anonymize your Data and include your Data with the data of other customers such that the origin of such Data is not, to the knowledge of CosmosID, ascertainable. CosmosID' use of your Data that is Personally Identifiable Information, if any, is further defined and clarified in the CosmosID Privacy Policy. You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of your Data that have been removed.
  4. Sharing Data. The Service may allow you to share your Data with other users of the Service (the recipient is the "Sharee"). You are solely responsible for the decision to share Data. You acknowledge and agree that once you have shared Data it is no longer under your control and the Sharee of that Data is free to use that shared Data. For example, the Sharee of that Data may be able to download that Data to their own computer and further disseminate that Data to others, including CosmosID, even if your Data is removed from your account or you disable sharing of that Data. You agree that when you share Data you have the requisite authority to do so. You acknowledge and agree that CosmosID has no liability arising out of your sharing of Data. CosmosID has no obligation to and will not assist you in resolving disputes arising from your sharing of Data.
  5. Removal of Data. If you remove Data please remember that if you have shared your Data Sharee may have downloaded or copied that Data. Practically, it may be impossible to limit a Sharee's use of Data once it is shared. CosmosID does not provide any recovery service for Data so once it is removed it may not be recoverable. Although Data may be removed and your access to it ended, the nature of the Service (distributed computing and storage) means that some or all of the Data may persist even after attempting to remove it permanently. It may not be possible to permanently remove Data. Data will also be retained by CosmosID as provided in the Section 3 and the CosmosID Privacy Policy or by any applications (described below) that you have made Data available to.
  6. Authority to Use Data on the Service. You agree that you are authorized to use the Data on the Service. This means that you have determined that use and transmission of Data on the Service complies with all applicable laws including any data privacy laws and that you have obtained all necessary permissions (including all consents from human subjects) to use and transmit the Data on this Service. You will only use this Service in accordance with applicable law and regulations. You, and not CosmosID, are responsible for monitoring the content of and type of Data you use or provide. CosmosID has no responsibility to monitor or screen the Data for compliance with any law or regulation or for any other purpose.
  7. Data Processing. You understand and acknowledge that the Data may be transmitted and processed outside of your state or country. As of this date, CosmosID uses Amazon's Elastic Compute Cloud to provide the Service. For more information about Amazon's service and their policies please visitaws.amazon.com/ec2/. CosmosID may use other third parties in connection with the Service.
  8. Representations. You agree that Data you submit to the Service will not contain data, third party copyrighted material, or other material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to submit the material and to grant us all of the license rights granted herein. We do not permit copyright infringing activities and infringement of intellectual property rights on the Service, and we will remove all Data if properly notified that such Data infringes on another's intellectual property rights. By using the Service, you expressly agree not to use, reproduce, modify, adapt, edit, translate, publicly display, telecommunicate or perform, post, upload to, transmit, distribute, store, create derivative works from or otherwise publish throughout the world, in any media, now known or hereafter devised, on or through the Service any of the following:
    1. Data that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, foreign, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission;
    2. Data that is indecent, profane (including masked profanity where symbols, initials, intentional misspellings or other characters are used to suggest profane language), obscene, pornographic, abusive, inflammatory, untrue, misleading, illegal, invasive of privacy or publicity rights, libelous, slanderous or defamatory. We do not tolerate users harassing, threatening or embarrassing other users, including harassment or denigration based on age, gender, race, religion, national origin, sexual orientation or disability, marital status or veteran status, or the stalking of other users;
    3. Data that contains any unauthorized confidential or proprietary information of any person or entity, or that otherwise violates the legal rights of any person or entity. You may not impersonate any person or entity (including any other user), or otherwise mislead as to the origin of your Data;
    4. Data that, in the sole judgment of CosmosID, contravenes the above, is otherwise objectionable or inappropriate, or which restricts or inhibits any other person from using or enjoying the Service, or which may expose CosmosID or its affiliates or its users to any harm or liability of any type.
  1. Data Disclaimers. We do not endorse any Data submitted to the Service by any user or nother licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with Data. CosmosID takes no responsibility and assumes no liability for any Data posted, stored or uploaded by you or any third party, or for any loss or damage thereto or in connection therewith, nor is CosmosID liable for any mistakes, inaccuracies, infringements, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, CosmosID is not liable for any statements, representations or Data provided by its users. You are solely responsible for creating backup copies of and replacing any Data you post or store on the Service at your sole cost and expense.

User Conduct.

  1. Use of the Service. As a condition of your use of and access to the Service, you agree not to use the Service for any unlawful purpose or in any way that violates these Terms. Any use of the Service in violation of these Terms of Service and may result in, among other things, termination or suspension of your account and your ability to use the Service. You may not engage in any of the following prohibited activities:
    1. Copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; collecting or harvesting any personally identifiable information, including account names, from the Service; altering, modifying or creating derivative works of the Service, or any portion thereof;
    2. Using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service; accessing any content or features of the Service through any technology or means other than those provided or authorized by the Service;
    3. Transmitting spam, chain letters, or other unsolicited email; using the Service for any commercial solicitation purpose or political campaigning;
    4. Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service; uploading invalid data, viruses, worms, or other software agents through the Service; bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or features or enforce limitations on use of the Service or the content or features therein;
    5. Taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on Service infrastructure; interfering with the proper working of the Service;
    6. Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; or
    7. Users of the Service may not use any information obtained from the Service to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent. Organizations, companies, and/or businesses may not use the Service for any purpose except with CosmosID's express consent, which CosmosID may provide or deny in its sole discretion. CosmosID may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Service.
  2. Usage Limitations. The quantity and duration of the Service (such as storage and computation) made available to you is limited based on your account level. Any such limitations as well as the level of your subscription are specified within the CosmosID website or the instructions for the Service, or will otherwise be provided to you. You may freely use results, analyses, screenshots, and other derivative products of the Service solely for non-commercial purposes, provided that you must provide citation and proper attribution to CosmosID. Please contact CosmosID with any questions on proper attribution or to discuss use of the platform in commercial products or offerings. You may not use the Service or any results, analyses, screenshots, or other derivative products of the Service for any commercial purpose unless otherwise agreed in writing in advance by CosmosID. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking except with our prior written consent.

Copyright Policy.

CosmosID respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to our designated copyright agent ("Copyright Agent"). Our designated Copyright Agent to receive notifications of claimed infringement is:

CosmosID, Inc. 1600 E Gude Drive, suite 210

Rockville, MD 20850

Attn: Legal Department

legal@cosmosid.com

For clarity, only Digital Millennium Copyright Act ("DMCA") notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to support@cosmosid.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

Third Parties.

  1. Third Party Links. The Service may contain links to third-party advertisers, websites or services. You acknowledge and agree that CosmosID is not responsible or liable for: (i) the availability or accuracy of such advertisements, websites or services, or (ii) the content, products, or resources on or available from such advertisers, websites or services. Links to such advertisers, websites or services do not imply any endorsement by CosmosID of those websites or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or services.
  2. Third Party Content. Through the Service, you will have the ability to access and/or use content provided by third parties. CosmosID cannot guarantee that such third party content will be free of material you may find objectionable or otherwise. CosmosID disclaims any responsibility or liability related to your access or use of any third party content.

Fees, Payments and Changes.

  1. Fees. CosmosID reserves the right at any time to charge fees for access to the Service, or any portion thereof. However, in no event will you be charged for access to the Service unless we obtain your prior agreement to pay such charges. You may cancel your account at any time. You agree to pay all charges that may be incurred by you or on your behalf through the Service, at the price(s) in effect when such charges are incurred, including all shipping and handling charges. In addition, you remain responsible for any and all taxes that may be applicable to your purchase(s), and you agree that such taxes, if any, are not our responsibility. Refunds and exchanges shall be subject to our refund and exchange policies, in the applicable additional terms, as may be made available by us and updated by us from time to time.
  2. Payments. If products, subscriptions, software, or services are made available for purchase through the Service and you wish to purchase such products, subscriptions, software, or services, you may be asked by us or our designee (or, if such product, subscriptions, software, or services are being made available by a third party provider, by such third party provider) to supply certain information relevant to your purchase, including, without limitation, credit card number, expiration date, billing address and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED BY YOU OR THROUGH YOUR USERNAME(S) TO PURCHASE ANY SUCH PRODUCT AND/OR SERVICE. You acknowledge that any such information will be treated by us in accordance with our Privacy Policy. You grant us the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Service. Verification of information may be required prior to acceptance of any order through the Service.
  3. Changes. We reserve the right, with or without prior notice, to: change descriptions or references to products, subscriptions, software or services; limit the available quantity of any products, subscriptions, software, or services; honor, or refuse to honor, any coupon, coupon code, promotional code or other similar promotions (collectively, the "Rewards Program"); and/or refuse to provide any user of the Service with any products, subscriptions, software or services. We may modify the Rewards Program, any points, or the terms that govern their usage, at our sole discretion, and such modifications may make the Rewards Program points more or less common, valuable, effective, or functional.

Mobile Services; Software.

  1. "Mobile Services" means certain software and services that are available via a mobile device, including (i) the ability to upload data to the Service via a mobile device, (ii) the ability to use the Service from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device.
  2. Wireless Carriers. To the extent you access the Mobile Services through a mobile device, your wireless carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
  3. Notifications and Messages. By using the Mobile Services, you agree that we may communicate with you regarding CosmosID and other entities by SMS, MMS, text message or other electronic means to your mobile device for the purpose of providing the applicable service and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your CosmosID account information to ensure that your messages are not sent to the person that acquires your old number. In the event that you fail to comply with the obligation to promptly update your CosmosID account information when changing or deactivating your mobile telephone number, you accept full responsibility for any of your messages, which may not be delivered or may be sent to the person that acquires your old number.
  4. Software. You may have access to, use, and/or download software or code when using the Service (e.g., automatic downloads, code used in your browser, etc.) ("Software"). CosmosID gives you a personal, non-transferable, non-assignable, non-exclusive license to use the Software in connection with your use of the Service in the manner permitted by this Agreement. You will not and will not allow anyone else to reverse engineer, decompile, disassemble, translate, modify, adapt, or enhance the Software or create any derivative works of the Software, or extract ideas, algorithms, procedures, workflows, or system architecture from the Software.
  5. Third Party and Open Source. Some Software may be provided by a third party and that third party may require you to agree to additional terms of service or license terms applicable to their software. Additionally, some Software may be offered under an open source license. There may be provisions in such open source license that expressly override some of the terms of this Agreement. If that is the case, only those terms of this Agreement that are in conflict with the open source license will be overridden.
  6. Reverse Engineering. You will not, and will not allow others, to: modify, make derivative works of, reverse compile, reverse engineer or otherwise attempt to create or obtain source code from any Software, Service, technology, product or materials provided by CosmosID to you pursuant to this Agreement.

Disclosures

. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect CosmosID's systems and users, or to ensure the integrity and operation of CosmosID's business and systems, CosmosID may access and disclose any information it considers necessary or appropriate, including, without limitation, account information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and submitted Data. CosmosID's right to disclose any such information, as applicable, shall be pursuant to the terms of CosmosID's Privacy Policy. Please see CosmosID's Privacy Policy for the terms of our personal information collection and use practices with respect to the Service.

Termination, Suspension, and Restrictions, and Survival of Terms.

  1. Termination, Suspension, and Restrictions. CosmosID may terminate or suspend your access to or ability to use the Service immediately, without prior notice or liability, for any reason or no reason, including breach of this Agreement. In particular, CosmosID may immediately terminate or suspend accounts that have been flagged for any copyright infringement. Upon termination of your access to or ability to use the Service, your right to use or access the Service will immediately cease. CosmosID may change, restrict access to, suspend, or discontinue any aspect of the Service at any time, including availability of any feature, database, or content. CosmosID may also impose limits on certain features and services or restrict your access to all or parts of the Service without notice or liability.
  2. Survival of Terms. This Agreement's terms and conditions that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Service shall not relieve you of any obligations arising or accruing prior to termination or limit any liability that you otherwise may have to CosmosID or any third party.

General Disclaimers.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, MOBILE SERVICES), IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COSMOSID, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COSMOSID DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. COSMOSID DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT OR DATA ON THE SERVICE, WITH RESPECT TO THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. COSMOSID DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS, OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY OTHER ADVERTISING, AND COSMOSID WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF PRODUCTS OR SERVICES THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitations of Liability.

IN NO EVENT SHALL COSMOSID, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, MOBILE SERVICES), OR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR DATA, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COSMOSID IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT COSMOSID SHALL NOT BE LIABLE FOR USER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT WILL COSMOSID'S TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO USE THE SERVICE IN THE PRIOR SIX (6) MONTHS.

Indemnification.

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless CosmosID, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the Service (including, without limitation, Mobile Services); (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Data caused damage to a user or third party. CosmosID may assume the exclusive defense and control of any matter for which users have agreed to indemnify CosmosID and you agree to assist and cooperate with CosmosID in the defense or settlement of any such matters. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Service.

Dispute Resolution.

  1. Mandatory Arbitration. For any dispute you have with CosmosID, you agree to first contact CosmosID and attempt to resolve the dispute informally. If CosmosID has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Newark, Delaware, in the United States. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration agreement survives the termination of this Agreement between you and CosmosID.
  2. Waivers of Class Action and Trial by Jury. You and CosmosID both waive any right to participate in any class action involving disputes between us, and you and CosmosID are each waiving the right to a trial by jury. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person's claims. This class action waiver is an essential part of our arbitration agreement and may not be severed. If for any reason this class action waiver is found unenforceable, then the entire arbitration agreement will not apply. However, the waiver of the right to trial by jury set forth in this Section will remain in full force and effect.
  3. Other Remedies. Notwithstanding the foregoing, either party may bring an individual action in small claims court. Nothing in this Section precludes you from bringing issues to the attention of federal, state or local agencies. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service.
  4. Time Limitations. YOU AND COSMOSID AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Eligibility.

We require that only persons 18 years of age or older use any of the Service. By using the Service, you hereby represent that you are at least 18 years old. To view information on our policy regarding the privacy of children under the age of 13, please see the Privacy Policy. Parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that may be considered harmful to minors.

Notice for California Users.

Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Users From Other Jurisdictions.

By accessing or using the Service, or submitting information, you acknowledge that you accept the practices and policies outlined in this Agreement and consent to having your data transferred to and processed in the United States. If you do not agree to the terms of this Agreement, please do not use the Service. The Service is controlled and operated by CosmosID from the United States. We do not represent or warrant that the Service, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Service, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You also are subject to United States export controls in connection with your use of the Service and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Service, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.

General.

This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. This Agreement, including, without limitation, these Terms of Service, together with the Privacy Policy and any other legal notices published by us on the Service, shall constitute the entire agreement between you and CosmosID concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and CosmosID's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. We reserve the right to amend this Agreement, including, without limitation, these Terms of Service and the Privacy Policy, at any time and without notice, and it is your responsibility to review this Agreement, including, without limitation, these Terms of Service and the Privacy Policy for any changes. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CosmosID without restriction. Your use of the Service following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.

Contact Information.

If you have any questions, feedback or to report a violation regarding these Terms of Service, you may email us at support@cosmosid.com or contact us by mail addressed to:

CosmosID, Inc. 1600 E Gude Drive, suite 210 Rockville, MD 20850