Terms of use.

PEER TECHBIO CORPORATION

WEB APP & SERVICES TERMS OF USE

These Terms of Use (“Terms”) are a legal contract between you (“You/Your” or “User”) and Peer TechBio Corporation (“Us/We” or “Peer”) and govern Your access to and use of the Peer Web App and associated services (collectively, the “Services”), as described below, and of all the text, data, information, software, graphics, photographs, and more (all of which We refer to as “Materials”) that We may make available to You.  

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Web App.

As Our business evolves, We may change these Terms of Use. If We make a material change to the Terms of Use, We will provide You with reasonable notice prior to the change taking effect either by emailing the email address associated with Your account or by messaging You through the Services.  You can review the most current version of the Terms of Use at any time by accessing the link at the bottom of the page while utilizing the Services.  Any material revisions to these documents will become effective on the date set forth in the notice, and all other changes will become effective on the date We publish the change, which is noted at the beginning of the applicable document.  If You use the Services after the effective date of any changes, that use will constitute Your acceptance of the revised terms and conditions.

You are an Authorized User on a Web App Controlled by a Third Party

The organization or other third party that we refer to in these Terms as “Customer” has authorized You to utilize these Services.  Customer has separately entered into a written agreement with us (the “Agreement”) that permits the Customer to grant individuals access to the Services, including You, as an “Authorized User.”  The Agreement contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to access these Services.  When an Authorized User (such as You) submits or uploads content or information to the Services (“Customer Data”), You acknowledge and agree that the Customer Data is owned by Customer and the Agreement gives Customer options for managing access and control over that Customer Data.  For example, Customer may provision or de-provision access to the Services, enable or disable third party integrations, manage permissions, manage retention and export settings, audit user activity, etc.

YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; AND (C) RESPOND TO AND RESOLVE ANY DISPUTE WITH AN AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

THE WEB APP, SERVICES, AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  WITHOUT LIMITING THE FOREGOING, PEER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  UNLESS OTHERWISE AGREED TO IN WRITING IN THE AGREEMENT, PEER MAKES NO WARRANTY THAT THE WEB APP, SERVICES, OR MATERIALS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  PEER MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR MATERIALS PURCHASED OR OBTAINED THROUGH THE WEB APP OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE WEB APP OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PEER OR THROUGH THE WEB APP, SERVICES, OR MATERIALS, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEB APP AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEB APP OR SERVICES, INCLUDING, WITHOUT LIMITATION AND AS APPLICABLE, CUSTOMER AND AUTHORIZED THIRD PARTIES.  CUSTOMER AND YOU ARE RESPONSIBLE AND LIABLE FOR THE COMPLETENESS, INTEGRITY, QUALITY, AND ACCURACY OF CUSTOMER DATA AND CUSTOMER MATERIALS YOU INPUT INTO THE PEER SERVICES.  YOU UNDERSTAND THAT PEER DOES NOT TAKE RESPONSIBILITY FOR SCREENING OR INQUIRY INTO THE BACKGROUND OF ANY AUTHORIZED USERS OF THE WEB APP OR SERVICES, INCLUDING, WITHOUT LIMITATION AND AS APPLICABLE, CUSTOMER OR AUTHORIZED THIRD PARTIES, NOR DOES PEER VERIFY OR TAKE RESPONSIBILITY FOR THE STATEMENTS OR OTHER USER-GENERATED CONTENT OF ANY USERS OF THE WEB APP OR SERVICES.  PEER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE WEB APP OR SERVICES, INCLUDING, WITHOUT LIMITATION AND AS APPLICABLE, CUSTOMER OR AUTHORIZED THIRD PARTIES. NOTWITHSTANDING THE FOREGOING, PEER MAY, AT ITS DISCRETION, REMOVE ANY VIOLATING CONTENT POSTED OR STORED USING THE PEER SERVICES OR TRANSMITTED THROUGH THE PEER SERVICES, AT ANY TIME AND WITHOUT NOTICE TO YOU.

GRANT OF LICENSE

Subject to Your compliance with these Terms, Peer grants You a limited, personal, non-exclusive, non-transferable license to view, use, and display the Services and Materials solely for the permitted purposes and activities as authorized by Customer.  You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Web App, Services, or Materials, except as expressly permitted in these Terms.  No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by Peer or its licensors, except for the licenses and rights expressly granted in these Terms.

These Terms remain effective until the Agreement between Peer and Customer expires or terminates or until Your access to the Services is terminated by Customer or Peer.  Please contact Customer if You, at any time or for any reason, wish to terminate Your account, including due to a disagreement with any updates to these Terms.

SECURITY

The Services are designed to require Authorized Users to provide a valid, working email address and password to access and use the Web App, Services, and Materials.  Upon registering, You will select a password.  Your email address and the password and any codes assigned to You are, collectively, Your “User Information.”  You are solely responsible for (A) maintaining the strict confidentiality of Your User Information, (B) not allowing any other person to use Your User Information to access the Services, (C) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under Your User Information.

You agree to immediately notify Peer via email of any unauthorized use of or access to Your User Information or any other security compromise.  Peer is not and shall not be liable for any harm arising from or relating to the theft of Your User Information, Your disclosure of Your User Information, or the use of Your User Information by another person or entity.  Any attempt to obtain unauthorized access or to exceed authorized access to the Web App, Services, or Materials shall be considered a trespass and computer fraud and abuse, punishable under provincial, state, and federal laws.

Peer hereby notifies You that any or all communications within this Web App may be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by Peer in its sole discretion and without further notice.  Notwithstanding the foregoing, as an Authorized User, You remain responsible for Your individual compliance with any additional applicable notification requirements related to the unauthorized use of User Information or Authorized User Content, including but not limited to, any applicable breach and/or security incident notification requirements established under applicable data privacy laws.

Peer’s ability to monitor the Web App and Services and to audit individual user activity shall not obligate us in any way to engage in such monitoring on a continuous basis and/or at any particular point in time.  Peer has no duty to police, censor, or remove any user-generated content. 

PRIVACY POLICY

Please review Peer’s Privacy Policy for more information on how We collect and use data relating to the use and performance of our products.

ACCEPTABLE USE POLICY

You agree to:

  • Comply with all Terms of Use, including the terms of this Acceptable Use Policy;

  • Comply with all applicable laws and governmental regulations and all compliance and ethics laws and regulations and internal policies and procedures;

  • Comply with all regulations, policies and procedures of networks connected to the Peer Services and Peer’s service providers

  • Upload only such Customer forms, documents, and/or data to which Customer owns all required rights under law and under contractual and/or fiduciary relationships, and do so only in a manner and degree that is consistent with applicable law;

  • Use all reasonable efforts to prevent unauthorized access to the Web App and/or use of the Services;

  • Keep passwords and all other login information/credentials strictly confidential;

  • Monitor and control all activity conducted through Your account in connection with the Services;

  • Notify Us immediately if You become aware of or reasonably suspect any unauthorized or illegal activity and/or a potential security compromise involving Your account(s), including any loss, theft, or unauthorized disclosure or use of a username, password, or similar User Information and credentials; and

  • Comply in all respects with all applicable terms of any third party applications, including any that Customer elects to integrate with the Services, that You access or to which You subscribe in connection with the Services.

You agree that you will not:

  • Permit any third party that is not an Authorized User to access or use the Web App and/or Services;

  • Permit any third party, including another Authorized User to access or use the Web App and/or Services by using Your User Information and/or similar credentials;

  • Share, transfer, or otherwise provide or permit access to an account designated for You to another person;

  • Use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;

  • Upload to, or transmit from, the Services any data, file, software, or link that could or does contain or redirect to a virus, Trojan horse, worm, or other harmful component or any technology that unlawfully accesses or downloads content or information stored within the Services or on the Web App or by any third party;

  • Attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);

  • Attempt to gain unauthorized access to the Web App or Services, to any components or files within the Services to which You do not have authority to access;

  • Attempt to gain unauthorized access to networks to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services and/or Web App;

  • Access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, graphics, or other Materials;

  • Use the Services in any manner that may harm minors or other vulnerable populations;

  • Impersonate any person or entity, including, but not limited to, any Peer employee or contractors, an “Administrator”, an “Owner”, or any other Authorized User, or falsely state or otherwise misrepresent Your affiliation with an organization or entity and/or Your professional qualifications or credentials;

  • Use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;

  • Access, search, or create accounts for the Services by any means other than our supported interfaces;

  • Send and/or post any unsolicited communications, promotions or advertisements, or spam;

  • Send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;

  • Use the Services to distribute, transmit, store, or promote unlawful, harmful, obscene, or pornographic materials of any kind or nature;

  • Transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability;

  • Sublicense, resell, time share, or similarly exploit the Services;

  • Use the Services for personal or consumer purposes, as the Services are intended for use by businesses and organizations;

  • Use contact or other user information obtained from the Services (including email addresses) in any way not explicitly permitted by the Agreement;

  • Use the Services for any other unauthorized, illegal, fraudulent, unethical, or inappropriate purposes; or

  • Authorize, permit, enable, induce, or encourage any third party to do any of the above.

Peer will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law.  Peer may involve and cooperate with law enforcement authorities in prosecuting users who violate this Policy.  You acknowledge that Peer has no obligation to You to monitor Your access to or use of the Web App, Services, or Materials or to review or edit any Materials or user-generated content but has the right to do so for the purpose of operating the Web App or Services to ensure Your compliance with these this Policy and the Terms of Use or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.  Peer reserves the right, at any time and without prior notice, to remove or disable access to the Web App, Service, Materials, and/or any component therein that Peer, at its sole discretion, considers to be in violation of this Policy, the Terms of Use, the Agreement with Customer, or to be otherwise harmful to the Web App or Services.

WAIVER

No failure or delay by either party in exercising any right under these Terms of Use will constitute a waiver of that right.  No waiver under the Terms of Use will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

SEVERABILITY

The Terms of Use will be enforced to the fullest extent permitted under applicable law.  If any provision of the Terms of Use is held by to be contrary to law or public policy by a court of competent jurisdiction, it is the intent of all parties that the provision be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law.  Any and all remaining provisions of the Terms of Use shall remain in full force and effect.

ASSIGNMENT

You may not assign any of Your rights or delegate any of Your obligations under these Terms of Use whether by operation of law or otherwise.  We may assign these Terms of Use in their entirety (including all terms and conditions incorporated herein by reference), without Your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets.

GOVERNING LAW

The Agreement and Terms of Use and any disputes arising out of or related thereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

DISPUTE RESOLUTION

Before pursuing formal proceedings, both Parties agree to attempt to resolve disputes amicably by notifying each other and negotiating in good faith for thirty (30) days.  If disputes are not resolved informally, they will be settled by arbitration under the JAMS International Arbitration Rules, conducted by one arbitrator in San Francisco, California, unless otherwise agreed. The arbitration will be conducted in English, and the arbitration award may be enforced in any court with jurisdiction.

VENUE, WAIVER OF JURY TRIAL & FEES

The state and federal courts located within twenty-five (25) miles of San Francisco, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms of Use, including the Acceptable Use Policy, their formation as a contract between us, and/or their enforcement.  Each party hereby consents and submits to the exclusive jurisdiction of such courts.  Each party hereby waives any right to object to any filing and/or action on the grounds of improper venue, forum non-conveniens, or other venue-related grounds.

Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Terms of Use, including the underlying Agreement to which You, as an Authorized User, are an intended beneficiary. Notwithstanding the above, You can decline or “opt out” of the jury trial waiver by contacting info@getpeer.ai within 30 days of your first acceptance of these Terms and stating that You (include Your first and last name) decline to waive this right.

In any action or proceeding to enforce rights under any of the aforementioned agreements, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

ENTIRE AGREEMENT

The Terms of Use and any terms incorporated by reference into the Terms of Use constitute the entire agreement between You and Peer and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.  To the extent of any conflict or inconsistency between the provisions in these Terms of Use and any documents referenced in the Terms of Use, the prevailing terms shall be determined according to the following hierarchy: (1) if there is a conflict or inconsistency between the Terms of Use and the Agreement, the terms of the Agreement will first prevail, followed by the provisions in these Terms of Use, and then followed by the documents referenced in these Terms of Use (e.g., the Privacy Policy); (2) if there is a conflict or inconsistency between Terms of Use and any document referenced herein, other than the Agreement, these Terms of Use shall prevail.  Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and, until such time, the terms set forth herein will be binding.

CONTACTING PEER

Please feel free to contact Us if You have any questions about Peer’s Terms of Use and/or any other documents referenced herein by emailing us at info@getpeer.ai.