Terms of Use

1. Acceptance of Terms

1.1. You agree to and are bound by the terms and conditions set forth below and in any modified or additional terms that BiCell Scientific, Inc., a Missouri corporation (“BiCell“), may publish from time to time (collectively, the “Terms of Use“). If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site. Please read these Terms of Use carefully before accessing or using this website, software, apps, and/or plug-ins made available by BiCell or its affiliates (individually and collectively, the “Site“).

1.2. BiCell may change these Terms of Use from time to time. Your continued access or use of the Site constitutes your acceptance of such changes. Your access and use of the Site will be subject to the current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please regularly check the “Terms of Use” link on the home page of [https://bicellblue.com/] to view the then-current terms. If you breach any of the Terms of Use, your license to access or use this Site shall automatically terminate.

2. Intellectual Property; Limited License to Users

2.1. Subject to your compliance with these Terms of Use, any applicable license agreement with BiCell, and the law, you may access and use the Site. BiCell remains the sole owner of all right, title, and interest in the Site and reserves all rights not expressly granted under these Terms of Use. BiCell may modify, replace, or discontinue the Site or any part thereof at any time, for any reason, with or without notice, in BiCell’s sole discretion. BiCell provides the Site on an “as is” and “as available” basis.

2.2. All content on this Site, including but not limited to images and related metadata (collectively the “BiCell Content”), as well as the selection and arrangement of the BiCell Content, are protected by copyright, trademark, patent, trade secret and other intellectual property laws and treaties. Any unauthorized use of any BiCell Content violates such laws and these Terms of Use. Except as expressly provided herein or in a separate license agreement between you and BiCell, BiCell does not grant any express or implied permission to use the Site or any BiCell Content. You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site or any BiCell Content. In addition, you agree not to use any data mining, robots or similar data and/or image gathering and extraction methods in connection with the Site or BiCell Content.

2.3. Unless you enter into a license agreement with BiCell you may not download, distribute, display and/or copy any BiCell Content.

2.4. You may not remove any watermarks or copyright notices contained in the BiCell Content.

3. BiCell Trademarks

3.1. For the purposes of these Terms of Use, the term, “Trademark(s)” means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by BiCell.

3.2. Nothing contained herein grants or shall be construed to grant you any rights to use any BiCell Trademark, unless expressly conferred by these Terms of Use.

3.3. You agree that you will not use BiCell’s Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or BiCell.

3.4. You agree that you will not contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of BiCell Trademarks or the Trademark rights claimed by BiCell.

3.5. You agree that you will not use any BiCell Trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data.

3.6. You may not at any time, adopt or use, without BiCell’s prior written consent any word or mark which is similar to or likely to be confused with BiCell’s Trademarks.

3.7. The look and feel of the BiCell website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of BiCell and may not be copied, imitated or used, in whole or in part, without the prior written consent of BiCell.

3.8. All other trademarks, product names, and company names or logos used or appearing on the BiCell website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by BiCell, unless expressly so stated.

3.9. You may not use a BiCell trademark, logo, Image or other proprietary graphic of BiCell to link to the BiCell website without the prior written consent of BiCell.

3.10. You may not frame or hotlink to the BiCell website or any Image without the prior written consent of BiCell.

4. Information You Provide

4.1. BiCell (or third parties acting on its behalf) may collect information related to your use of the Site. Third-party platforms through which you access the Site may collect information related to your use of such third-party platform and make such information available to BiCell subject to your agreement with the applicable third-party platform. BiCell’s collection and use of all such information shall at all times conform to this Terms of Use, the BiCell Privacy Policy [https://bicellscientific.com/privacy/], and applicable law.

4.2. BiCell will use and protect your personal information, such as your name and address, in accordance with the BiCell Privacy Policy, the contents of which are incorporated by reference into these Terms of Use.

5. Your Content

5.1. For any image, footage, text, audio, or any other content that you upload or post to the Site (“Your Content”), you represent and warrant that: (i) you have all necessary rights to submit Your Content to the Site and grant the licenses set forth herein; (ii) BiCell will not need to obtain licenses from any third party or pay royalties to any third party with respect to Your Content; (iii) Your Content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) Your Content complies with these Terms of Use and all applicable laws.

5.2. By uploading Your Content, you grant BiCell a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from Your Content for the purpose of allowing you to edit and display Your Content using the Site and archiving or preserving Your Content for disputes, legal proceedings, or investigations. The above licenses will continue unless and until you remove Your Content from the Site, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.

5.3. You may not upload, post, or transmit any video, image, text, audio recording, or other content that: infringes any third party’s copyrights or other intellectual property rights or any right of publicity or privacy; contains any pornographic, defamatory, or otherwise unlawful or immoral content; exploits minors; depicts unlawful or violent acts; depicts animal cruelty or violence towards animals; promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or violates any law, statute, or regulation.

5.4. You may not use any BiCell Content for any purpose without first obtaining a license to use such BiCell Content. Any use of BiCell Content by you shall be governed by the applicable license agreement separately entered into between you and BiCell. Displaying and/or distributing to the public any watermarked or unlicensed BiCell Content (whether incorporated into a derivative work or alone) constitutes copyright infringement.

6. Infringement Claims / DMCA Notices

6.1. If you believe that any Image or other material made available by BiCell infringes upon any copyright that you own or control, you may notify BiCell in the manner set forth in our DMCA Copyright Infringement Notice Policy [https://bicellblue.com/copyright/].

7. Limitations

7.1. You agree that you shall not: engage in any conduct that shall constitute a violation of any law or that infringes the rights of BiCell or any third party; violate any applicable laws or regulations related to the access to or use of the Site, or engage in any activity prohibited by these Terms of Use; violate the rights of BiCell or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.

8. Restriction and Termination of Use

8.1. BiCell may block, restrict, disable, suspend or terminate your access to all or part of the Site and/or BiCell Content at any time in BiCell’s discretion, without prior notice or liability to you. Any conduct by you that, in BiCell’s sole discretion, restricts or inhibits any other person or entity from using or enjoying the Site is strictly prohibited and may result in the termination of your access to the Site without further notice.

9. Links to Third Party Sites

9.1. In the event that the Site is available through any third-party platform, or if BiCell provides links from the Site to any third-party platform or permits any third party to link from its platform to the Site, you understand and agree that BiCell makes no warranty of any kind, express or implied, and accepts no responsibility for any content or practices of such third parties or their platforms. Such platforms are not under the control of BiCell, and BiCell provides and/or permits these links only as a convenience to you. The inclusion of any link does not imply affiliation, endorsement, or adoption by BiCell.

10. Warranties and Disclaimers

10.1. Your use of the Site is at your own risk. The Site is provided by BiCell under these terms of use “as is” without warranty of any kind, either express, implied, statutory or otherwise. BiCell expressly disclaims any and all warranties of any kind, whether express or implied, to each and any service available from the Site, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, BiCell makes no warranty that: (i) the Site will meet your requirements; (ii) access to the Site will be uninterrupted; (iii) the quality of the Site will meet your expectations; and (iv) any errors or defects in the site, services or materials will be corrected. BiCell makes no representations or warranties that the Site will be permitted in your jurisdiction, that any of Your Content submitted by you will be available through the Site or will be stored by the Site, that the Site will meet your needs, or that BiCell will continue to support any particular feature of the Site. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Site, and no warranties shall apply after such period.

11. Indemnification

11.1. You agree to defend, indemnify and hold harmless BiCell, its subsidiaries, affiliates, licensors, employees, agents, and third party information providers against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your conduct, your use or inability to use Site, your breach or alleged breach of the Website Terms of Use or of any representation or warranty contained herein, your unauthorized use of the BiCell Content, or your violation of any rights of another.

12. Miscellaneous

12.1. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state and county of St. Louis, Missouri. The language of the arbitration shall be English. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. BiCell shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of BiCell, such action is necessary or desirable.

12.2. These Terms of Use are governed by and shall be construed in accordance with the laws of the State of Missouri, without respect to its conflict of laws principles.

12.3. In the event of any conflict between these Terms of Use and any license agreement you enter with BiCell, the terms of such license agreement shall control.

12.4. These Terms of Use shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof.