Polygence Terms of Service
Hello and welcome to Polygence! We match students with mentors from the world’s leading universities in order to inspire students through guided research and engage students in independent projects solving real problems. Before we get started, we’ll acquaint you with the terms we use in these Terms.
“Account” means an account created on the Polygence Platform.
“Content” means text content, notifications, emails, videos, images and audio, any other content or any combination thereof, in each case, that we make publicly available or which we permit you to access, whether created by us, you or a third party.
“Individual Data” means any data that relates to any User’s use of our Services.
“Mentor” means a User, such as a researcher or practitioner, who creates a mentor profile on the Polygence Platform and/or provides mentorship to one or more Students through a Mentorship Program, or has an Account with access to do so.
“Mentorship Program” means a program consisting of one or more sessions between a Student (or Students) and a Mentor.
“Polygence”, “we”, “us” or “our**”** means Polygence, Inc.
“Polygence Platform” or “Platform” means our Website and related applications, including without limitation mobile applications that we may from time to time make available.
“Polygence Messenger” means the communication system available through our Platform, including without limitation such messaging, video-conferencing, file-sharing or other applications as we may from time to time make available, which may be third-party applications, that allows Users to communicate with one another.
“Services” means any software or services we make available to you on the Polygence Platform, as well as any offline services we may provide to you.
“Student” means a User, such as a secondary school student or college student, who creates an application for and/or receives mentorship from a Mentor through a Mentorship Program, or has an Account with access to do so.
“Terms” mean these Terms of Service, which are a legally binding agreement that governs your access to our Services.
“User” means a user of our Services, whether a Student or Mentor.
“User Content” means any Content that any User provides to be made available through the Polygence Platform, including without limitation any Account Information or Content submitted through Polygence Messenger.
“Website” means https://www.polygence.org/
“you” or “your” means you.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND POLYGENCE ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 18 OF THESE TERMS).
- **Acceptance of Terms. **
(a) PLEASE REVIEW THESE TERMS BEFORE USING OUR SERVICES, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT. IF YOU ARE VIEWING THIS ON YOUR MOBILE DEVICE, YOU CAN ALSO VIEW THESE TERMS VIA A WEB BROWSER AT https://www.polygence.org/. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT USE OUR SERVICES, INCLUDING OUR WEBSITE. BY USING OUR SERVICES, INCLUDING OUR WEBSITE, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE, OR AT LEAST 13 YEARS OF AGE AND ARE USING OUR SERVICES UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THESE TERMS. IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A USER UNDER THE AGE OF 18, YOU AGREE TO BE FULLY RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH USER IN CONNECTION WITH OUR SERVICES. Our Services are intended for use solely in the United States of America, the People’s Republic of China and Hong Kong by residents of each market, and Polygence makes no claims that our Services are appropriate for use outside of such countries.
(b) Polygence reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on our Website. Revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. Your continued use of our Services after a revised version of these Terms has been posted on our Website constitutes your binding acceptance of the revised Terms.
- **Login Credentials; Communications. **
(a) Login Credentials. In order to use some of our Services, you may be required to register by providing certain information. We may ask you to complete a registration form and create a user name and password, or we may permit you to login through a third party application (your user name and password for us or for any third party application, “Login Credentials”). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including, without limitation, financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.
(b) Account Information. During your registration, you shall give truthful information about you (such as name, email address, physical address, phone number and payment account information) (collectively, together with the additional information referenced in Sections 3(a) or 3(b), “Account Information”). You are responsible for keeping your Account Information up to date and ensuring that it is accurate. We may contact you to verify your Account Information. We may ask you for additional information, for example for the purpose of fraud prevention, and we may suspend you from our Services or terminate these Terms if you do not provide such information within a reasonable period. You represent, warrant and covenant to us that all Account Information is and shall remain accurate and up to date.
(c) Acknowledgement for You to Receive Communications. You hereby agree: (i) to receive communications, including emails, text messages, push notifications, mail and telephone calls, that are related to our Services; that any communications from us may also include marketing materials from us or from third parties; and that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by emailing [email protected] or selecting to unsubscribe as may be provided in the applicable correspondence.
- Our Services. Our Services offer a platform for Students to connect with Mentors for purposes of pursuing guided research on academic projects. Our Services allow Students and Mentors to apply for and, subject to acceptance by us, participate in Mentorship Programs through the Polygence Platform. Students and Mentors may communicate with each other using our Platform. Because we only provide a platform for communication, you agree that we have no responsibility for any such communications. In addition, we do not authorize Students or Mentors to communicate or otherwise interact with each other in any capacity through any means other than through the tools we make available for communication on our Platform. As such, we are not responsible for, and have no liability in connection with, any communications or other interactions that take place between Students and Mentors in whole or in part outside of our Platform.
(a) For Students. This Section 3(a) applies to Students only.
i. **Registration and Interview Process.**
i. **Registration and Student Application.** To make use of our
Services, you will be required to create an Account, as
described in Section 2, and complete an online application
to participate in a Mentorship Program (a “*Student
Application*”). As part of your Student Application, we may
ask for certain additional information, including your name,
email address, country, state, city, school, school year,
academic areas of interest and primary guardian information,
and allow you to upload a photo in connection therewith
(such additional information to be considered part of
Account Information). You agree to provide truthful
information in your Student Application.
ii. **Consultative Call.** We may contact you prior to or following
application submission to schedule a “consultative call. We reserve
the right to proceed with your application without a “consultative
call.” You may be contacted by phone, email or both, and you may
be contacted several times separately.
iii. **Selection for Mentorship Program.** Following application
submission and consultative call, you will receive your admission’s
decision. You may be accepted or rejected.
iv. **Fees; Purchases.** Upon receiving notice of your acceptance,
you may enroll in our program and; as such, are required to pay
the fees. We do not currently anticipate charging
fees for your submission of a Student Application and/or
your participation in a consultative call. However, we
reserve the right to do so in the future. We will provide
notice on our Services before we charge such fees. If you
continue to use our Services after we provide such notice,
you agree to pay the fees described on our Services.
ii. **Mentorship Program.**
i. **Mentorship Sessions.** Unless otherwise
agreed upon by you and us, your Mentorship Program shall
consist of ten (10) sessions with your Assigned Mentor,
(each, a “*Session*” and collectively, a “*Session Pack*”), and
each Session shall be scheduled to last for approximately
sixty (60) minutes. Sessions may take place by
video conferencing. From time to time, if agreed upon by you
and us ahead of time, our Mentorship Program may also be
extended by additional sessions beyond 10 sessions with your
Assigned Mentor.
ii. **Mentorship Communications.** If you
are participating in a Mentorship Program, you may, from
time to time, communicate with your Assigned Mentor through
Polygence Messenger**.** While we encourage you to take
advantage of Polygence Messenger for purposes of
communicating with your Assigned Mentor outside of your
Sessions, we reserve the right to deduct one (1) or more of
your Sessions in the event that, in our sole discretion,
your use of Polygence Messenger to communicate with your
Assigned Mentor is unreasonably excessive and/or
unreasonably burdensome on your Assigned Mentor. You
understand that we are not responsible for the content of
your communications with your Assigned Mentor, including any
Content exchanged between you and your Assigned Mentor or
uploaded by your Assigned Mentor through Polygence
Messenger, during the Initial Consultation, any other
Session, or otherwise. However, if you would like to report
a concern about a communication with your Assigned Mentor,
you may contact us at <[email protected]>. You further
understand that you are only authorized to contact your Assigned
Mentor using Polygence Messenger, subject to such restrictions
as we may from time to time impose, and that you are not authorized
to contact your Assigned Mentor using any other means of
communication. For the avoidance of doubt and without limiting
the foregoing, you are not authorized to meet with your Assigned
Mentor in person. You acknowledge and agree that we have no
responsibility whatsoever for any communication or other interaction
that may take place between you and your Assigned Mentor outside of
Polygence Messenger, including without limitation any contact you
may have with your Assigned Mentor in person.
iii. **Progress Reports.** Your Assigned Mentor may, throughout
the course of or following your Mentorship Program, provide
you with one or more progress reports (each, a “*Report*”).
You understand that we are not responsible for the content
of such Reports or for evaluating your performance. However,
if you would like to report a concern about a Report, you
may contact us at <[email protected]>.
iv. **Certificate of Completion and Letter of Recommendation.**
Upon completion of the final Session of your Mentorship
Program, we may issue to you a Polygence certificate of
completion (the “*Certificate of Completion*”). We reserve
the right to withhold your Certificate of Completion if we
or your Assigned Mentor reasonably determines that you have
failed to participate in such Mentorship Program. In
addition, we may, upon consultation with your Assigned
Mentor, issue to you a letter of recommendation (a “*Letter
of Recommendation*”). You understand that Letters of
Recommendation are awarded only to Students that, in our
sole discretion or the sole discretion of your Assigned
Mentor, exhibit outstanding performance throughout the
Mentorship Program.
v. **Use of Your Information; Public Postings.** Polygence may
share your Account Information, User Content, or Individual
Data with your Assigned Mentor(s). In addition, Polygence
may post anonymized information about projects you complete
via a Mentorship Program on our website or any other social
media site.
vi. **Fees; Purchases.**
1. **Mentorship Program Fees**. By choosing to participate
in a Mentorship Program following your Initial
Consultation, you agree to our Fee Schedule,
incorporated herein by reference and available on our
Website at
<https://www.polygence.org/student/student-info>, and
agree to pay the applicable program fee for your Session
Pack (the “*Program Fee*”). You understand that we may
adjust our Fee Schedule, including any Program Fees,
from time to time. We may adjust the size of a Session
Pack, or provide a different number of Sessions in a
subsequent Session Pack, from time to time. If you have
an Account, we will provide notice of any such changes.
2. **Billing and Payment Policy**. We may use a third party
payment service to bill you through an online account
for fees in lieu of directly processing your credit card
information. By submitting your payment account
information, you grant us the right to store and process
your information with the third party payment service,
which may change from time to time; you agree that we
will not be responsible for any failures of the third
party to adequately protect such information. The
processing of payments will be subject to the terms,
conditions and privacy policies of such third party
payment service in addition to these Terms. You
acknowledge that we may change the third party payment
service and move your information to other service
providers that encrypt your information using transport
layer security (TLS) or other comparable security
technology.
3. **Refunds or Credits; Reversals of Purchases**. Other
than as may be expressly set forth on our Platform as
updated from time to time, we have no obligation to
provide refunds or credits, but may grant them in
certain circumstances, as a result of specific refund
guarantee promotions, or to correct errors made by us,
in each case, in our sole discretion.(b) For Mentors. This Section 3(b) applies to Mentors only.
i. **Registration and Interview Process.**
i. **Registration and Mentor Profile.** To make use of our
Services, you will be required to create an Account, as
described in Section 2, and create a mentor profile (a
“*Mentor Profile*”). As part of your Mentor Profile, we may
ask for certain additional information, including your
education information, subject matter expertise, skills,
project ideas and a short biography about you, and allow you
to upload a photo in connection therewith (such additional
information to be considered part of Account Information).
ii. **Interview**. Upon submission of your Mentor Profile, we
may review your Account Information and any additional
information you may provide to us and we may, in our sole
discretion, extend to you an invitation to participate in an
interview by phone, video conferencing (your “*Mentor
Interview*”).
iii. **Approval as Mentor; Website Posting**. Following your
Mentor Interview, we may request additional information from
you and, in our sole discretion and subject to your
provision of such additional information, approve you as a
Mentor. Once you have been approved as a Mentor, we will,
with your consent, publicly post information about you as a
Mentor on our Platform and begin matching you with one or
more Students on the basis of your background and skills and
the interests of such Students. If you do not grant such
consent, we will not match you with any Students. You may
withdraw such consent at any time, but your withdrawal will
not be effective as to any Assigned Students (as defined
below).
ii. **Mentorship Programs.**
i. **Mentorship Sessions.** Once we have matched you with a
Student or Students for participation in a Mentorship Program
(“*Assigned Student(s)*”), you will be responsible for mentoring
the Student through the Student's program. Unless otherwise
agreed upon by you and us, each Mentorship Program shall
consist of ten (10) Sessions with your Assigned Student(s) and
each Session shall be scheduled to last for approximately sixty
(60) minutes. From time to time, if agreed upon by you and us
ahead of time, our Mentorship Program may also be extended by
additional sessions beyond 10 sessions with your Assigned
Student(s). You agree to use reasonable efforts to schedule Sessions
with the Assigned Student(s) once or twice every week or
every two weeks, in each case at times mutually agreeable to you
and the Assigned Student(s), accounting for any time zone
differences.
ii. **Student Communications.** You agree to communicate with
your Assigned Student(s) through Polygence Messenger (which
shall include video communication) and will use best efforts to
respond to Student messages within a reasonable amount of time.
You understand that we are not responsible for the content of your
communications with your Assigned Student(s) or your Assigned
Student(s) communications with you, including any Content
exchanged between you and your Assigned Student(s) or uploaded
by your Assigned Student(s) through Polygence Messenger, during any
Session or otherwise. However, if you would like to report a concern
about a communication with your Assigned Student(s), you may
contact us at <[email protected]>. You further understand that
you are only authorized to contact your Assigned Student(s) using
Polygence Messenger, subject to such restrictions as we may from
time to time impose, and that you are not authorized to contact your
Assigned Student(s) using any other means of communication.
For the avoidance of doubt and without limiting the foregoing, you
are not authorized to meet with your Assigned Student(s) in person.
You acknowledge and agree that we have no responsibility whatsoever
for any communication or other interaction that may take place between
you and any Assigned Student outside of Polygence Messenger, including
without limitation any contact you may have with any Assigned Student
in person.
iii. **Progress Reports; Letters of Recommendation.** You will
complete three (3) short written progress reports for each
Assigned Student during each Mentorship Program, unless
otherwise agreed by you and us. You agree to provide for
progress reports without, and to treat your Assigned
Students without, any discrimination, including as may be
prohibited by applicable law. In addition, if you believe
that an Assigned Student has exhibited outstanding
performance throughout a Mentorship Program, you understand
that you may be asked to write a Letter of Recommendation
for the Student, and you agree to use reasonable efforts to
do so.
iv. **Providing Updates to Polygence.** You agree to update our
Platform with the number of Sessions remaining for each of
your active Mentorship Programs. In addition, you agree to
keep us informed of any problems that may arise throughout
the course of your interactions with any Assigned Student,
and notify us if you believe that your Assigned Student has
exhibited outstanding performance throughout a Mentorship
Program.
v. **Student Projects; Other Commitments.** Once you have
committed to a Mentorship Program, you agree to actively
participate in such Mentorship Program until the end of the
last Session of such Mentorship Program or, if necessary,
until any commitments that you have made to your Assigned
Student(s) are fulfilled. You further agree to use good
faith efforts to generate a feasible project idea and
learning goals during the Initial Consultation with each of
your Assigned Students, and to carry such project idea and
learning goals through to completion during the remainder of
the Mentorship Program. In the event that you need to
terminate your participation as a Mentor during an active
Mentorship Program, you agree to promptly notify us and,
absent extraordinary circumstances, must obtain our prior
written consent to terminate your participation.
vi. **Relationships with Students**. You shall not, under any
circumstances, engage in a relationship with a Student that
is sexual or suggestive in nature, nor shall you date any
Student.
iii. **Payment.**
i. **Compensation.** As a Mentor, we will compensate you for
your participation in a Mentorship Program. You shall be
paid on a Mentorship Program-by-Mentorship Program basis, in
equal installments following completion of each Initial
Consultation or Session, pursuant to the payment terms in
our Payment Schedule, incorporated herein by reference and
available on our Website at
<https://www.polygence.org/home/mentor-info>. Such payment
shall be made to you within seven (7) calendar days
following such Initial Consultation or Session.
ii. **Method of Payment**. Polygence uses Venmo, a PayPal, Inc.
service (“*Venmo*”), which is a payment provider service, to
pay to you the compensation owed to you by Polygence. In
order for Polygence to use the Venmo payment functionality,
you must open an account with Venmo and accept Venmo’s Terms
of Service, available at
https://venmo.com/legal/us-user-agreement, and Venmo’s
Privacy Policy, available at
https://venmo.com/legal/us-privacy-policy. Any funds held in
the Venmo account are held by Venmo’s financial institution
partners as set out in Venmo’s Terms of Service. You
authorize us to share your identity and account data with
Venmo for the purposes of transferring funds to your Venmo
account, and you are responsible for the accuracy and
completeness of that data. As a Mentor, you expressly
authorize Venmo to originate credit transfers to your
financial institution account.
iii. **Taxes.**
1. **Tax Liability.** Polygence is only a venue for
connecting Mentors that require short-term Mentorship
Programs with Students. You are solely responsible for
understanding and evaluating any tax liability related
to your services as Mentor for Polygence, and for
determining the need to report any Mentorship Programs
pursuant to the requirements of local, state, or federal
law. Polygence cannot and does not offer tax advice to
Mentors nor does Polygence provide any tax documentation
to Mentors; Polygence recommends that you consult with a
tax advisor for such advice and documentation. You are
solely responsible for any taxes arising from your use
of our Platform, any Content contained therein, and for
the Services that you request or perform therein,
excluding our income.
2. **Tax Forms.** Mentors who are U.S. citizens or other
U.S. persons (as defined in IRS Form W-9) are required
to provide a completed IRS Form W-9, to be updated
annually, or upon any change in the Mentor’s tax status
and/or change in the Mentor’s name or TIN. Other Mentors
are required to provide the data necessary to complete
the necessary tax reporting forms, to be updated
annually, or upon any change in the Mentors’ tax status
and are required to complete IRS Form W-8. Polygence
will not be required to make any payments to a Mentor
who has not provided the foregoing information. You
shall be responsible for creating and filing any tax
documents.
3. **Compliance with Tax Laws.** You shall comply with all
applicable state, federal and international laws, and
assume all responsibility for making payments related to
any state or federal income taxes, payroll and
withholding taxes, social security taxes, unemployment
insurance taxes, Medicare taxes, disability insurance or
taxes, or worker’s compensation insurance or taxes.
Polygence disclaims any responsibility for the
foregoing, and you agree to indemnify and hold Polygence
harmless against such taxes or contributions. As used
herein, “taxes” shall mean all taxes, charges, fees,
encumbrances, liens, customs, duties or other
assessments, however denominated, including any
interest, penalties, additions to tax or additional
taxes that may become payable in respect thereof,
imposed by the United States government, any state,
local or foreign government, or any agency or political
subdivision of any such government.
iv. **Independent Contractor Status.** As a Mentor, you shall
perform all services under these Terms as an “independent
contractor” and not as an employee or agent of Polygence. You
are not authorized to assume or create any obligation or
responsibility, express or implied, on behalf of, or in the name
of, Polygence or to bind Polygence in any manner. In the
performance of your services, you have the authority to control
and direct the performance of the details of the services,
Polygence being interested only in the results obtained.
However, the services contemplated by these Terms must meet
Polygence’s standards and approval and shall be subject to
Polygence’s general right of inspection and supervision to
secure their satisfactory completion. You shall not use the
Polygence’s trade names, trademarks, service names or service
marks without the prior approval of Polygence.(c) Referrals. Polygence may engage distributors or other individuals or entities who may have been compensated or incentivized to speak on our behalf and/or refer you to our Platform. If you receive a referral from a third-party source, note that such individual or entity may have been compensated by Polygence for his or her statements.
(d) Privacy Policy. All information that you provide to register with us is subject to our Privacy Policy, available on our Website at https://www.polygence.org/privacy-policy (our “Privacy Policy”).
- **Scope of Service. **
(a) We may change our Services at any time. If you do not like our Services or these Terms, please let us know and provide constructive feedback by sending us an email at [email protected]. We do not promise to make any changes that you suggest, and your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services.
(b) We may alter, suspend or discontinue our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a computer with Internet access that can access our Website or a compatible mobile device enabled with any mobile application we may provide.
(c) When using our Services, your telecommunications carrier’s normal rates and charges apply. We are not responsible for any charges you incur from your telecommunications carrier as a result of use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of your agreement with your telecommunications carrier.
- License to Use; Privacy Policy; Security
(a) Subject to these Terms and any other agreement between you and us, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use any application we may offer on a compatible mobile device for your personal, non-commercial purposes and use of our Platform, in each case, solely in the manner enabled by us.
(b) Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the Website or a sale of a copy of any such application or our Website, and we retain all rights and interest in our Services. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
(c) Our Privacy Policy describes the collection, use and disclosure of data and information by us in connection with our Services. Our Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and you hereby agree to the collection, use and disclosure practices set forth therein.
(d) You acknowledge that our Services use the Internet for data transfer and Internet-connected servers to store Content and Individual Data (as defined below). While we use commercially reasonable security measures for such servers, no security measures are 100% effective and Internet communications may have inherent insecurities. As such, we do not make any representation or warranty regarding the security offered in respect of our Services.
- **Polygence Content; Uploaded Content; Individual Data. **
(a) Our Content. Subject to these Terms and any other agreement between you and us, we hereby grant you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use Content that we make available through our Services, solely for your personal and non-commercial use or commercial use in connection with providing or receiving mentoring services through the Polygence Platform, and subject to any restrictions on certain types of Content set forth in these Terms. You understand that the Content that is posted on our Services is used by you at your own risk.
(b) Changes to Content. We reserve the right to make changes to Content, descriptions or specifications of our Services, or other information without obligation to issue any notice of such changes.
(c) No Implied Licenses. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed on our Services.
(d) Rights in User Content Granted by You. You hereby grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use your User Content, and you understand that we may allow any third party to use your User Content as well. You will own your Individual Data. You hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use any Individual Data, and you understand that we may allow any third party to use such Individual Data as well.
(e) Your Responsibility for User Content. You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through our Services, nor any use of your User Content by Polygence on or through our Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Your Use; Prohibited Conduct.
(a) As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or prohibited by these Terms. You agree to comply with any other applicable terms and conditions of use set forth on our Services.
(b) You may not use our Services in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of our Services. You may not obtain or attempt to obtain any information through any means not intentionally made available through our Services. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession.
(c) You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using our Services; (iii) obtain unauthorized access to any computer system through our Services; (iv) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any Content; (v) introduce viruses, worms, Trojan horses and/or harmful code to our Services; and (vi) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of our Services or any Content.
(d) In addition, you agree that you will not, and will not authorize or facilitate any attempt by another person or organization to use our Services to: (i) transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (ii) use a name or language that we, in our sole discretion, deem offensive; (iii) post defamatory statements; (iv) post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious or other group; (v) post Content that depicts or advocates the use of illegal drugs; (vi) post Content that characterizes violence as acceptable, glamorous or desirable; (vii) post Content which infringes another’s copyright, trademark or trade secret; (viii) post unsolicited advertising or unlawfully promote products or services; (ix) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (x) promote, solicit or participate in any multi-level marketing or pyramid schemes; (xi) exploit children under 18 years of age; (xii) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (xiii) invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (xiv) solicit personal information from children under 13 years of age; (xv) create a false identity or impersonate another person or entity; or (xvi) encourage conduct that would constitute a criminal or civil offense. The restrictions in this Section 7(d) are intended to be illustrative, and we reserve the right to consider other conduct to be prohibited. In addition, you will not post any content to any of our social media accounts that is any of items (i)–(xvi) above.
(e) We reserve the right, without prior notice and in our sole discretion, to decide whether your use of our Services violates these Terms for any of the above reasons or for any other reason, and if we do so, we may terminate your access to our Services.
Indemnification. By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your provision of any Content, (ii) your use of our Services and/or (iii) any user or other third party’s use of any Content that you submit via our Services. At our option, you agree to defend us from any Claims.
Intellectual Property Rights. You agree and acknowledge that the structure, organization and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of our Services or any Content available through the foregoing; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services. You shall not sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless otherwise noted, all Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
Copyright Infringement; DMCA Policy. If you believe that any materials on our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing, including a description of the material, and its location on our Website; (3) your name, address, telephone number and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is Copyright Agent, Polygence, 333 Ravenswood Ave, Building B, Menlo Park, CA 94025 or [email protected]. To protect the rights of copyright owners, we reserve the right to suspend your Account and/or other any user privileges, delete or disable content alleged to be infringing and/or terminate the Account and/or other user privileges of a repeat infringer.
Unsolicited Ideas and Feedback. We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). It is important to be aware of the following restrictions with regards to your Suggestions. If you send us any Suggestions, you agree that: (1) your Suggestion(s) become our property and you are not owed any compensation in exchange; (2) none of the Suggestion(s) contain confidential or proprietary information of any third party; (3) we may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for us to review your Suggestion(s); and (5) we have no obligation to keep any Suggestions confidential.
Third Party Sites; Third Party Service. Our Services may contain links to third party sites. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. Any third party site accessed from our Services is independent from us, and we have no control over the content of that site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site. Use of any third party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third party sites. Our Service may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice.
Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Polygence; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.
**Disclaimer. **
(a) OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(b) WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
(c) Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of Content or any third party’s use or distribution of Content. You hereby acknowledge and agree that Polygence merely stores and hosts User Content but does not actively create User Content. Under no circumstances will Polygence be liable for any claims that may arise from User Content, including without limitation claims for intellectual property infringement.
- Limitation of Liability; Release.
(a) Disclaimer. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, THIRD PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
(b) Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATEST OF (I) $100.00; OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.
(c) Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(d) Release. Our Services are only a means of connecting Users, and except to the extent, if any, that we serve as a communications platform between Users to facilitate the organization of a Challenge or Competition, we do not take part in the interaction between or among Users. As a result of our limited involvement in the actual contact between or among Users, in the event that you have a dispute with one or more Users, you hereby release us, and our officers, directors, employees, agents, investors, subsidiaries and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We expressly disclaim any liability or claims that may arise between or among Users of our Services. You waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor." You waive any other similar provision of applicable law that applies to you.
Jurisdictional Issues. We make no representation that information on our Services is appropriate or available for use outside of the United States of America, the People’s Republic of China or Hong Kong. Those who choose to access our Services from outside such countries do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having your Login Credentials and any personal information that you provide as part of the account creation process transferred to and processed in the United States of America subject to the restrictions on such data as provided in our Privacy Policy.
Governing Law; Dispute Resolutions. These Terms, and any dispute between you and us, shall be governed by the laws of Delaware without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 18 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Arbitration Procedures (as defined below) or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of California except that you or we are permitted (1) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (2) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (3) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding
Agreement to Arbitrate; Waiver of Class Action.
(a) Mandatory Arbitration of Disputes; Arbitration Procedures. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (1)–(3) set forth in Section 17, you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the State of California. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.
(b) Class Action Waiver. Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.
(c) Opt-out. You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Polygence account, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Polygence, Inc. ATTN: Arbitration Out-Out, 333 Ravenswood Ave, Building B, Menlo Park, 94025.
(d) Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or Website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
(e) Survival. In accordance with Section 19, this Section 18 (Agreement to Arbitrate; Waiver of Class Action) will survive the termination of your relationship with us.
- **Modifying and Terminating Service. **
(a) We may terminate your access to our Services, in our sole discretion, for any reason and at any time, upon electronic notice to you at the email address provided by you at registration. You agree that we are not liable to you or any third party for any termination of your access to our Services. We may change and update our Services from time to time. We may add or remove features including without limitation making free Services into paid Services and vice versa. We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend or change our Services at any time without prior notice.
(b) You may terminate these Terms at any time by ceasing to use our Services or by closing your account. On our Services, we will include instructions for how to close your Account. We may update these instructions and our process to close your account from time to time. Please follow the instructions on our Services to close your account if you would like to do so.
(c) The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 5(c), 5(d) and 6–20, and any related definitions.
- General Terms.
(a) Miscellaneous. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of each other. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
(b) Waiver of Rights. Polygence’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Polygence.
(c) Minors. Our Services are available only to, and may only be used by, individuals who are 18 years and older and who can form legally binding contracts under applicable law, or individuals who are at least 13 years of age and are using our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a User under the age of 18, you agree to be fully responsible for the acts or omissions of such user in connection with our Services. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at [email protected] or (650) 600 6458 and we will remove the account.
(d) For Additional Information. If you have any questions about these Terms, please contact us at [email protected] or (650) 600 6458.
Last Updated: May 19, 2023