Terms of Service

1. Acceptance of Terms

By accessing or using any product, service, website, or mobile application operated by Blackwell BioLabs ("Company," "we," "our," or "us"), including blackwellbiolabs.com and the Blackwell BioLabs mobile application (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to all of these Terms, you must immediately discontinue use of the Services.

These Terms constitute a legally binding agreement between you and Blackwell BioLabs. Your continued use of the Services following any modification to these Terms constitutes acceptance of those modifications.

2. Eligibility

You must be at least 21 years of age to use the Services. By using the Services, you represent and warrant that you meet this age requirement. If you are under 21, you are prohibited from accessing or using the Services. We reserve the right to terminate any account upon discovery that the account holder does not meet the eligibility requirements.

You further represent that you are not located in a jurisdiction where receipt of our Services is prohibited, and that you have full legal capacity to enter into binding agreements.

3. Research Use Only: Not Medical Advice

You acknowledge that: (a) you are using the Services as a research tracking tool only; (b) you have consulted or will consult with a qualified healthcare professional before beginning any research protocol; (c) Blackwell BioLabs bears no responsibility for any health outcome, adverse reaction, or consequence arising from your use of or reliance on information available through the Services.

By using the protocol tracking features of the Services, you affirmatively represent that you understand the experimental nature of the compounds you are tracking and assume full personal responsibility for all associated risks.

4. Account Registration & Security

To access certain features of the Services, you must create an account. You agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update your account information; (c) maintain the security and confidentiality of your login credentials; (d) notify us immediately at legal@blackwellbiolabs.com of any unauthorized use of your account; and (e) accept all responsibility for activity occurring under your account.

We reserve the right to suspend or terminate accounts that violate these Terms, contain inaccurate information, or that we reasonably believe pose a risk to us, other users, or third parties.

5. Data License & Your Content

5.1 Content You Provide

The Services allow you to submit, upload, or generate data including but not limited to: dosing logs, protocol configurations, progress photographs, body map injury coordinates, weekly health metric responses, and demographic information (collectively, "User Content"). You retain ownership of your User Content.

5.2 License Grant to Company

By submitting User Content through the Services, you grant Blackwell BioLabs a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable license to use, reproduce, process, adapt, publish, transmit, display, and distribute your User Content for the following purposes:

• Operating, maintaining, and improving the Services
• Generating anonymized, aggregated research insights and population benchmarks
• Product development, feature development, and machine learning
• Internal analytics and business intelligence
• Compliance with legal obligations

This license applies to all User Content that you have not opted out of sharing via the privacy controls available in your account settings. Where opt-out controls exist, we will honor your selection on a prospective basis within a commercially reasonable timeframe (not to exceed 30 days).

5.3 Anonymized & Aggregate Data

Notwithstanding any opt-out election, we retain the right to use de-identified, anonymized, and/or aggregated datadata that cannot reasonably be used to identify you as an individual, for any lawful business purpose, including research, analytics, product improvement, and publication of aggregate findings. This right survives account deletion and termination of these Terms. No opt-out mechanism covers anonymized data that does not identify you.

5.4 Progress Photos & Sensitive Data

Progress photographs and body map coordinates you upload are stored in access-controlled private storage and are not shared with third parties for marketing, advertising, or resale. We may access this data internally to: (a) provide the Services; (b) investigate abuse or violations of these Terms; (c) comply with legal process. Upon account deletion, we will delete your photographs and sensitive health data within 90 days, except where retention is required by law.

5.5 Feedback

Any feedback, suggestions, ideas, or improvements you provide to us ("Feedback") shall be owned exclusively by Blackwell BioLabs. You assign all right, title, and interest in Feedback to us and waive any moral rights thereto. We may use Feedback without restriction or compensation to you.

6. Intellectual Property

The Services, including all software, design, text, graphics, photographs, interfaces, content, trademarks, trade names, and service marks, are owned by or licensed to Blackwell BioLabs and are protected by applicable intellectual property laws. You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for your personal, non-commercial research tracking purposes.

You may not: (a) copy, modify, or distribute any portion of the Services without prior written consent; (b) reverse engineer, decompile, or disassemble the Services; (c) use any data mining, robots, or similar data gathering tools; (d) frame or mirror any portion of the Services; or (e) remove any copyright or proprietary notices.

7. Prohibited Conduct

You agree not to:

• Use the Services for any unlawful purpose or in violation of these Terms
• Provide false, misleading, or inaccurate information
• Attempt to gain unauthorized access to any part of the Services or any related systems
• Interfere with the security, integrity, or availability of the Services
• Upload viruses, malware, or any other harmful code
• Harvest, scrape, or collect data from other users without consent
• Use the Services to solicit, advertise, or promote any products or services
• Circumvent or manipulate gamification systems, XP awards, or achievement mechanisms
• Share account credentials or allow third parties to use your account
• Use the Services to engage in any activity that violates applicable local, state, national, or international law

8. Disclaimers of Warranty

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that: (a) the Services will be uninterrupted, error-free, or secure; (b) any data you submit will be retained; (c) any information or content provided through the Services is accurate, complete, or current; or (d) the Services will meet your specific requirements.

Community benchmark data shown within the Services is statistical in nature and may include synthetic baseline data. It does not constitute clinical data or medical evidence.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLACKWELL BIOLABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total cumulative liability to you for any claims arising out of or relating to the Services or these Terms shall not exceed the greater of: (a) the total amount you paid us in the twelve (12) months preceding the claim, or (b) ONE HUNDRED DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless Blackwell BioLabs and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third-party right, including intellectual property rights or privacy rights; or (e) any claim that your User Content caused damage to a third party.

We reserve the right to assume exclusive control of any matter subject to indemnification by you, in which event you agree to cooperate with us in asserting available defenses.

11. Binding Arbitration & Class Action Waiver

11.1 Agreement to Arbitrate

You and Blackwell BioLabs agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or any purchase made through the Services ("Dispute"), including disputes about the validity, enforceability, or scope of this arbitration provision, shall be resolved exclusively through final and binding individual arbitration rather than in a court of law, except as provided in Section 11.5 below.

11.2 Arbitration Rules & Procedure

Arbitration shall be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, which are available at www.adr.org. The arbitrator shall be a neutral, licensed attorney or retired judge. The arbitration shall be conducted in English and, at your election, may be held: (a) in the State of Delaware; (b) in your county of residence; or (c) via video or telephone conference.

The arbitrator shall have exclusive authority to resolve any Dispute, including disputes regarding the existence, validity, or scope of this agreement to arbitrate, except that courts retain authority to rule on challenges to the Class Action Waiver in Section 11.4.

11.3 Arbitration Fees

For claims below $10,000, we will pay all AAA filing, administrative, and arbitrator fees unless the arbitrator finds your claim to be frivolous. For claims of $10,000 or more, AAA fee allocation rules apply. Each party bears its own attorneys' fees unless the arbitrator awards fees to a prevailing party under applicable law.

11.4 Class Action Waiver

YOU AND BLACKWELL BIOLABS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED ARBITRATION, REPRESENTATIVE ACTION, OR ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

If this class action waiver is found unenforceable as to any claim, then that claim shall be severed and proceed in court while the remaining claims proceed in arbitration.

11.5 Exceptions to Arbitration

The following Disputes are excluded from arbitration and may be brought in court: (a) claims within the jurisdiction of a small claims court (where applicable); (b) claims for injunctive or equitable relief to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights; (c) claims that cannot be subject to mandatory arbitration under applicable law.

11.6 Pre-Arbitration Notice

Before initiating arbitration, the disputing party must provide the other party with written notice of the Dispute via email to legal@blackwellbiolabs.com (for notice to us) or to your account email address (for notice to you). The notice must describe the nature and basis of the claim and the specific relief sought. The parties shall attempt to resolve the Dispute informally for thirty (30) days following receipt of the notice. If the Dispute is not resolved within that period, either party may initiate arbitration.

11.7 Survival

This arbitration agreement survives termination of your account, termination of these Terms, and any bankruptcy to the fullest extent permitted by law.

12. Governing Law & Venue

These Terms and any Dispute shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. For any Disputes excluded from arbitration under Section 11.5, you consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware.

13. Termination

We reserve the right, in our sole discretion, to suspend or terminate your access to the Services at any time, with or without notice, for any reason, including violation of these Terms. Upon termination: (a) your license to use the Services immediately terminates; (b) we may delete your account data in accordance with our Privacy Policy; (c) Sections 3, 5.2, 5.3, 5.5, 6, 8, 9, 10, 11, and 12 of these Terms survive termination.

You may terminate your account at any time by contacting us at legal@blackwellbiolabs.com or using the account deletion option within the Services.

14. Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by this reference. By using the Services, you consent to our collection, use, and disclosure of information as described in the Privacy Policy.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via: (a) email to your registered address; (b) a prominent notice within the Services; or (c) an updated "Effective Date" at the top of this page. Your continued use of the Services after the effective date of modified Terms constitutes your acceptance of those modifications.

If you do not agree to the modified Terms, you must stop using the Services and may request account deletion at legal@blackwellbiolabs.com.

16. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you andBlackwell BioLabs regarding the Services and supersede all prior agreements.
• Severability. If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
• No Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.
• Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights without restriction.
• Force Majeure. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control.
• Contact. Questions about these Terms should be directed to: legal@blackwellbiolabs.com