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Terms of Service

Last Updated: November 7, 2025

1. Agreement to Terms​

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Ubi Biologics ("Company", "we", "us", or "our") concerning your access to and use of the Ubi Biologics platform and services (collectively, the "Services").

By accessing or using our 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 Services.

2. Eligibility and User Representations​

By using the Services, you represent and warrant that:

  1. You are at least 18 years of age and have the legal capacity to enter into binding contracts
  2. You are not a minor in the jurisdiction in which you reside
  3. You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise, except as explicitly authorized
  4. You will not use the Services for any illegal or unauthorized purpose
  5. Your use of the Services will comply with all applicable laws, regulations, and industry standards
  6. All registration information you submit is truthful, accurate, current, and complete
  7. You will maintain the accuracy of such information and promptly update such information as necessary
  8. You are authorized to bind any organization on whose behalf you are using the Services

3. Intellectual Property Rights​

3.1 Company Ownership​

The Services, including all content, features, functionality, software, designs, text, graphics, logos, icons, images, audio clips, data compilations, and software (collectively, "Company Content"), are owned by or licensed to the Company and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

3.2 Limited License to Users​

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

  • Access and use the Services solely for your internal business purposes
  • Download, display, and print content from the Services solely for your internal use

This license does not include any right to:

  • Resell, redistribute, or commercially exploit the Services or Company Content
  • Modify, adapt, translate, or create derivative works based upon the Services
  • Reverse engineer, decompile, or disassemble any software components
  • Remove, alter, or obscure any proprietary notices

3.3 User Content​

You retain all ownership rights to content, data, information, materials, and files that you upload, submit, post, or otherwise provide to the Services ("User Content"). By providing User Content, you grant the Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content solely to the extent necessary to provide, maintain, and improve the Services.

You represent and warrant that:

  • You own or have obtained all necessary rights, licenses, consents, and permissions to provide User Content
  • User Content does not violate any intellectual property rights, privacy rights, or other rights of any third party
  • User Content does not contain any viruses, malware, or harmful code

4. Data Rights and Protections​

4.1 Your Data Remains Yours​

Your data is and remains your property. We will never:

  • Sell, lease, or rent your data to third parties
  • Use your data to train machine learning or AI models without your explicit written consent
  • Monetize your data in any manner
  • Share your data with competitors or other users

4.2 Data Usage​

The Company functions solely as a hosting and service platform. We may only use your data to:

  • Provide, maintain, and improve the Services
  • Provide customer support and respond to your requests
  • Monitor and analyze usage and trends
  • Detect, prevent, and address technical issues and security threats
  • Comply with legal obligations

4.3 Performance Data​

The Company may collect and retain aggregated, de-identified performance data and analytics ("Performance Data") relating to your use of the Services. Performance Data remains the Company's property and may be used for product development, research, and analytics purposes. Performance Data does not include any personally identifiable information or proprietary User Content.

5. Account Registration and Security​

5.1 Account Creation​

To access certain features of the Services, you must register for an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Maintain the security of your account credentials
  • Accept all responsibility for all activities that occur under your account

5.2 Account Credentials​

Account credentials are unique to each user and may not be shared, transferred, or assigned to any other person or entity. You are solely responsible for maintaining the confidentiality of your login credentials.

5.3 Unauthorized Access​

You must immediately notify us of any unauthorized use of your account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with these security obligations.

6. Prohibited Activities​

You agree not to engage in any of the following prohibited activities:

  1. Unauthorized Access: Access or attempt to access any portion of the Services that you are not authorized to access
  2. System Interference: Interfere with, disrupt, or create an undue burden on the Services or networks connected to the Services
  3. Data Mining: Systematically retrieve data or content from the Services to create or compile a database or directory without written permission
  4. Automated Access: Use robots, spider, scrapers, or other automated means to access the Services except as explicitly permitted
  5. Malicious Code: Upload, transmit, or distribute viruses, worms, malware, or any other harmful code
  6. Impersonation: Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity
  7. Competition: Use the Services to build a competitive product or service
  8. Harassment: Harass, annoy, intimidate, or threaten any Company employees, contractors, or other users
  9. False Information: Provide false, inaccurate, or misleading information
  10. Illegal Activity: Use the Services for any illegal purpose or in violation of any laws or regulations
  11. Security Circumvention: Bypass, circumvent, or attempt to bypass any security features or access controls
  12. Intellectual Property Infringement: Infringe upon intellectual property rights of the Company or any third party
  13. Export Violations: Export or re-export the Services in violation of export control laws
  14. Unauthorized Sales: Sell, rent, lease, or sublicense access to the Services

7. Payment Terms​

7.1 Fees​

You agree to pay all fees associated with your use of the Services according to the pricing and payment terms presented to you. All fees are stated in U.S. dollars unless otherwise specified.

7.2 Payment Methods​

We accept major credit cards including Visa, Mastercard, American Express, and Discover. You authorize us to charge your designated payment method for all fees incurred.

7.3 Billing​

Fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified). You will be billed automatically based on your selected billing cycle.

7.4 Payment Due​

Payment is due within thirty (30) days of the invoice date unless otherwise specified in writing.

7.5 Late Payments​

Overdue amounts will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. Accounts with payments overdue by thirty (30) days or more may be suspended until payment is received in full.

7.6 No Refunds​

All fees are non-refundable except as expressly stated in these Terms or as required by applicable law. No refunds or credits will be provided for partial months or years of service, downgrade, or lack of usage.

7.7 Fee Changes​

The Company reserves the right to change its fees at any time with thirty (30) days' written notice. Fee changes will apply to subsequent billing cycles. Your continued use of the Services after the fee change takes effect constitutes your acceptance of the new fees.

7.8 Price Corrections​

We reserve the right to correct any pricing errors in invoices or on our website, even after payment has been received. If a pricing error is discovered, we will give you the option to either pay the correct price or cancel your order for a full refund.

7.9 Suspension for Non-Payment​

We may suspend or terminate your access to the Services if payment is not received when due. Suspension or termination for non-payment does not relieve you of your obligation to pay all outstanding fees.

8. Professional Services​

8.1 Scope​

The Company may offer professional services including implementation, integration, customization, training, and consulting services ("Professional Services") pursuant to a separate statement of work or order form.

8.2 Customer Cooperation​

You agree to provide the Company with reasonable access to your systems, personnel, and information necessary to perform Professional Services. Delays caused by your failure to cooperate may result in additional fees.

8.3 Acceptance​

Professional Services deliverables will be deemed accepted unless you provide written notice of non-conformity within ten (10) business days of delivery.

9. Service Level and Availability​

9.1 Availability​

While we strive to maintain high availability, the Company does not guarantee that the Services will be available at all times or without interruption. The Services are provided on an "as-is" and "as-available" basis.

9.2 Maintenance​

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content, with or without notice.

9.3 No Liability for Downtime​

The Company will not be liable for any interruption, delay, or failure in the Services resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, terrorism, war, cyber attacks, internet service provider failures, or equipment failures.

10. AI and Machine Learning Tools​

10.1 AI Tools​

The Services may incorporate generative AI and machine learning tools ("AI Tools") to enhance functionality. Your use of AI Tools is subject to these Terms.

10.2 AI Data Usage​

When you use AI Tools:

  • Prompts, inputs, and outputs may be processed by third-party AI service providers
  • We do not use your inputs or outputs to train our own models without your explicit consent
  • Third-party AI providers may have their own data usage policies
  • You are responsible for reviewing and accepting the terms of any integrated third-party AI services

10.3 AI Output Accuracy​

AI-generated content may contain errors, inaccuracies, or biases. You are solely responsible for:

  • Reviewing and validating all AI-generated outputs
  • Ensuring AI outputs are appropriate for your intended use
  • Compliance with all applicable laws and regulations when using AI outputs

The Company makes no warranties regarding the accuracy, completeness, or reliability of AI-generated content.

11. Confidentiality​

11.1 Definition​

"Confidential Information" means any non-public information disclosed by one party to the other that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

11.2 Obligations​

Each party agrees to:

  • Maintain the confidentiality of the other party's Confidential Information
  • Use Confidential Information only for purposes of performing under these Terms
  • Not disclose Confidential Information to third parties without prior written consent
  • Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care

11.3 Exceptions​

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of these Terms
  • Was rightfully known prior to disclosure
  • Is independently developed without use of the Confidential Information
  • Is rightfully received from a third party without breach of any confidentiality obligation

11.4 Required Disclosure​

If compelled by law to disclose Confidential Information, the receiving party will provide prompt notice to the disclosing party and cooperate in any efforts to seek a protective order.

12. Term and Termination​

12.1 Term​

These Terms commence when you first access or use the Services and continue until terminated in accordance with this Section.

12.2 Termination by You​

You may terminate your account at any time by providing written notice to the Company and ceasing all use of the Services.

12.3 Termination by Company​

The Company may suspend or terminate your access to the Services immediately, with or without cause, with or without notice, for any reason or no reason, including but not limited to:

  • Breach of these Terms
  • Non-payment of fees
  • Suspected fraudulent, abusive, or illegal activity
  • Extended periods of inactivity
  • Upon request by law enforcement or government agencies
  • To prevent harm to the Company, other users, or third parties

12.4 Effect of Termination​

Upon termination:

  • Your right to access and use the Services immediately ceases
  • All licenses granted to you under these Terms immediately terminate
  • You must cease all use of the Services and delete any downloaded content
  • The Company may delete your account and all associated User Content
  • You remain obligated to pay all outstanding fees incurred prior to termination

12.5 Survival​

The following provisions survive termination: Sections 3 (Intellectual Property Rights), 4 (Data Rights and Protections), 7 (Payment Terms), 11 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 16 (Dispute Resolution).

12.6 Data Retrieval​

Upon termination, you will have thirty (30) days to retrieve your User Content. After this period, the Company may permanently delete all User Content without further notice or liability.

13. Disclaimers​

13.1 AS-IS Basis​

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

13.2 Disclaimer of Warranties​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
  • WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF CONTENT OR DATA
  • WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
  • WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES
  • WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES

13.3 No Professional Advice​

The Services are not intended to provide and do not constitute medical, scientific, regulatory, legal, financial, or other professional advice. You should consult with appropriate professionals for specific advice tailored to your situation.

13.4 Third-Party Services​

The Services may integrate with or link to third-party services, websites, or applications. The Company does not control and is not responsible for any third-party services. Your use of third-party services is at your own risk and subject to the third party's terms and privacy policies.

13.5 Regulatory Compliance​

THE SERVICES ARE NOT VALIDATED, CLEARED, OR APPROVED BY ANY REGULATORY AGENCY INCLUDING BUT NOT LIMITED TO THE FDA, EMA, OR OTHER HEALTH AUTHORITIES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF THE SERVICES COMPLIES WITH ALL APPLICABLE REGULATORY REQUIREMENTS.

14. Limitation of Liability​

14.1 Exclusion of Damages​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES
  • DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA
  • DAMAGES RESULTING FROM ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
  • DAMAGES RESULTING FROM ANY CONTENT OBTAINED FROM THE SERVICES
  • DAMAGES ARISING FROM DELETION, CORRUPTION, OR FAILURE TO STORE USER CONTENT
  • DAMAGES ARISING FROM INTERRUPTION OR CESSATION OF THE SERVICES

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability​

THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100).

14.3 Exceptions​

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, the Company's liability is limited to the greatest extent permitted by law.

14.4 Basis of Bargain​

You acknowledge that the Company has set its prices and entered into these Terms in reliance upon the disclaimers of warranty and limitations of liability set forth herein, and that the same form an essential basis of the bargain between the parties.

15. Indemnification​

15.1 Your Indemnification Obligations​

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, contractors, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

  1. Your use or misuse of the Services
  2. Your violation of these Terms
  3. Your violation of any rights of any third party, including intellectual property rights, privacy rights, or contractual rights
  4. Your User Content
  5. Your violation of any applicable laws, rules, or regulations
  6. Any negligent or wrongful conduct by you or anyone using your account

15.2 Indemnification Procedure​

The Company will:

  • Promptly notify you in writing of any claim subject to indemnification
  • Allow you to control the defense and settlement of the claim (provided that you may not settle any claim in a manner that admits liability on behalf of the Company without the Company's prior written consent)
  • Provide reasonable cooperation in the defense at your expense

15.3 Company's Rights​

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defenses.

16. Dispute Resolution​

16.1 Informal Resolution​

Before filing a formal claim, you agree to first contact us at legal@ubibiologics.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute through good faith negotiations for a period of at least thirty (30) days.

16.2 Governing Law​

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

16.3 Jurisdiction and Venue​

Any legal action or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the State of Delaware. You irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to such jurisdiction or venue.

16.4 Waiver of Jury Trial​

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

16.5 Class Action Waiver​

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.

16.6 Time Limitation​

Any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or it will be forever barred, notwithstanding any statute of limitations or other law to the contrary.

17. Export Control and Sanctions​

17.1 Export Compliance​

The Services and underlying technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions programs administered by the Office of Foreign Assets Control (OFAC).

You represent and warrant that you:

  • Are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or sanctions
  • Are not listed on any U.S. government list of prohibited or restricted parties
  • Will not use the Services in violation of any export control or sanctions laws

17.2 Restricted Countries​

You may not access or use the Services if you are located in or a resident of any country or region that is the subject of comprehensive U.S. sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

18. Government Users​

If you are a U.S. government entity or using the Services on behalf of a U.S. government entity, the Services are "Commercial Items" as defined in Federal Acquisition Regulation (FAR) 2.101 consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. The Services are licensed, not sold, and are provided with only those rights as set forth in these Terms.

19. Modifications to Terms​

19.1 Right to Modify​

The Company reserves the right to modify these Terms at any time in its sole discretion. We will provide notice of material changes by:

  • Posting the updated Terms on our website with a new "Last Updated" date
  • Sending an email notification to your registered email address
  • Displaying a prominent notice within the Services

19.2 Effective Date​

Modifications to these Terms will become effective upon posting or on the date specified in the notice, whichever is later.

19.3 Acceptance​

Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately stop using the Services and may terminate your account.

19.4 Amendments in Writing​

No amendment or modification of these Terms by you shall be effective unless made in writing and signed by an authorized representative of the Company.

20. General Provisions​

20.1 Entire Agreement​

These Terms, together with any order forms, statements of work, and the Privacy Policy, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral.

20.2 Severability​

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20.3 Waiver​

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of the Company.

20.4 Assignment​

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without the Company's prior written consent. The Company may freely assign these Terms without restriction. Any attempted assignment in violation of this Section is void.

20.5 No Third-Party Beneficiaries​

These Terms do not and are not intended to confer any rights or remedies upon any person other than you and the Company.

20.6 Force Majeure​

The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, war, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

20.7 Relationship of Parties​

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

20.8 Notices​

All notices under these Terms must be in writing and delivered to:

Ubi Biologics Email: legal@ubibiologics.com

Notices to you may be sent to the email address associated with your account and shall be deemed given upon sending.

20.9 Language​

These Terms are written in English. Any translations are provided for convenience only. In the event of any conflict between the English version and a translation, the English version shall prevail.

20.10 Headings​

The section headings in these Terms are for convenience only and have no legal or contractual effect.

21. Contact Information​

If you have any questions about these Terms, please contact us at:

Ubi Biologics Email: legal@ubibiologics.com Support: support@ubibiologics.com

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.