Terms of Service

Effective Date: March 22, 2024

Please read the following terms and conditions (“Terms”) carefully. They create a binding legal contract between you, your employees, agents, and contractors, and any other entity on whose behalf you accept these Terms (collectively, “You” or “Your”) and A&C Tech, Inc.(“A&C”, “Biomatrix”, “we”, “us”, or “our”) governing Your use of our website, mobile application, Digital Assets, the Wallet, or other internet services under the control of A&C, whether partial or otherwise, and related features, content, products, and services (collectively, “Services”). Among other things, these Terms describe Your responsibilities and limit our liability. If You do not agree to all the following Terms now or in the future, do not use the Services in any manner.

THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 7) AND LIMIT OUR LIABILITY (SECTION 1). THESE TERMS ALSO INCLUDE AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION ON AN INDIVIDUAL BASIS AND THUS PROHIBIT CLASS ACTION CLAIMS. PLEASE REFER TO SECTION 10 FOR ADDITIONAL DETAILS.

By accessing the Services in any way, including by clicking the “Accept” (or similar) box or button, or by creating an account through our Service, you agree to and are bound by these Terms.

These Terms, our Privacy Policy (https://query-service.bio-matrix.com/file/PrivacyPolicy.pdf), and our Copyright Policy (https://query-service.bio-matrix.com/file/CopyrightPolicy.pdf) constitute the entire agreement between You and A&C and govern Your use of the Services, and supersede any and all prior agreements, written or oral, between You and A&C regarding the Services (including, without limitation, any prior versions of these Terms). Portions of the Services may be governed by posted guidelines, rules, or other terms and conditions. All such guidelines, rules, and terms and conditions are hereby incorporated by reference into these Terms. In the event of a conflict between these Terms and such other guidelines, rules and terms and conditions, these Terms will control. Notwithstanding the foregoing, A&C’s Privacy Policy https://query-service.bio-matrix.com/file/PrivacyPolicy.pdf supersedes any conflicting terms in these Terms and/or any other guidelines, rules, and terms and conditions with respect to the subject matter covered by the Privacy Policy. Your acceptance of these Terms also constitutes Your agreement that You are able to receive and retain, and Your acceptance of the delivery of, communications to You by website posting or email.

You may also be subject to additional terms and conditions that may apply when You use other A&C services, third-party content, or third-party software. You are solely responsible for reviewing and complying with such terms even if our Services direct You to third party content, software, or services.

LIMITATION OF LIABILITY
1. THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE SERVICES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES, OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO A&C OR CONTENT, INFORMATION, OR SERVICES ACCESSED OR OBTAINED THROUGH THE SERVICES. YOU ASSUME ALL RISK ASSOCIATED WITH DEALING WITH THIRD PARTIES. YOU WILL RESOLVE DISPUTES DIRECTLY WITH OTHER PARTIES. YOU RELEASE THE RELEASED PARTIES OF ALL CLAIMS, DEMANDS, AND DAMAGES IN DISPUTES AMONG USERS OF THE SERVICES. YOU WILL NOT INVOLVE US IN SUCH DISPUTES. PLEASE USE CAUTION AND COMMON SENSE WHEN USING THE SERVICES. “RELEASED PARTIES” INCLUDE A&C AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS, VENDORS, AND LICENSORS.
2. THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, LOSS OF MONEY, DIGITAL ASSETS, GOODWILL, BUSINESS, REPUTATION, PROFITS, TAXES (INCLUDING ANY APPLICABLE WITHHOLDING TAXES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY PARTY ON OR THROUGH SERVICES; (E) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; (F) INACCESSIBILITY OR TERMINATION OF THE SERVICES; OR (G) ANY OTHER MATTER RELATING TO THE SERVICES.
3. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE OF A&C CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
4. This limitation of liability will apply whether the damages arise from use or misuse of, or reliance on the Released Parties or the Services, notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by applicable laws. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the above limitations or exclusions may not apply. If You are dissatisfied with the Services, you agree that your sole and exclusive remedy will be for You to discontinue Your use of the Services.
TERMS GENERALLY APPLICABLE TO THE SERVICES.
1. Services
  1. The Services provide users a way to verify their identity on the internet for payment solutions and online social interactions and to obtain non-fungible tokens (“NFTs”). Users can claim a certain amount of NFTs for free every month, a feature known as monthly Universal Basic Income (UBI). Users can also earn extra bonus rewards through referral and signup.
  2. When you register with us, we will establish an account and one or more Digital Asset wallets (“Wallets”) depending on your planned use of the Services. Wallets allow you to store, transfer, track, and manage the NFTs you earn through the Services. You may only hold eligible Digital Assets in your Wallets. Eligible Digital Assets are those supported by us at the given time. We reserve the right to change the Digital Assets we support from time to time without prior notice to you. We are not responsible for any delays or other harm caused by your attempting to purchase, hold or sell unsupported Digital Assets using the Services.
2. Eligibility. To be eligible to use the Services, You must, and You represent and warrant that You do, meet the following criteria: (a) You are able to form a legally binding contract with us and are of the age of majority in your state or country of residence; (b) You are not currently restricted from or otherwise prohibited from using the Services and You are not a citizen, resident, or member of any jurisdiction or group where your use of the Services would be illegal or otherwise violate any applicable law; (c) You are not a competitor of or using the Services for reasons that are in competition with A&C; (d) You have full power and authority to enter into these Terms and doing so will not violate any other agreement to which You are a party; (e) You will not violate any rights of A&C, including intellectual property rights such as copyright or trademark rights; and (f) You will provide at Your cost all equipment (including mobile devices), software, and internet access necessary to use the Services.
3. Agent of a Company, Entity, or Organization. The Services are only for personal use. You are not allowed to use the Services if you are a business or organization.
4. Applicable Laws and this Agreement. You will comply with all applicable laws, ordinances, regulations, and these Terms.
5. Territory. The Services are only available to residents of certain countries. Although our website describing the Services may be accessible worldwide, our Services may not be legal or available in your country. You may not use VPN or similar tools for the purpose of circumventing any territory restrictions. It is your responsibility to make sure that your use of the Services is legal where you use them. Services are not available in all languages.
6. Digital Assets Risks. “Digital Asset(s)” means anything that is created and stored digitally, is identifiable and discoverable, and has or provides value, including without limitation, NFTs. DIGITAL ASSETS ARE NOT FDIC-INSURED OR OTHERWISE GUARANTEED OR BACKED BY ANY GOVERNMENT AGENCY AND PURCHASING, GETTING, OR REDEEMING THEM INVOLVES RISK BECAUSE THEY MAY LOSE VALUE. Please consider your objectives before registering for the Services. We do not guarantee any outcome and any projections are hypothetical in nature. Past performance is not a guarantee of future results. You are solely responsible for evaluating the risk associated with use of the Services. As with any asset, the value of Digital Assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should carefully consider whether trading or holding Digital Assets is suitable for you considering your financial condition. A&C is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. By using the Services you understand the risks associated with buying, selling and holding Digital Assets; confirm that you understand the highly volatile nature of these systems and assets due to factors including (but not limited to) adoption, speculation, technology, security, and regulation; and agree that we have the discretion to decide when and how to issue NFTs.
7. Use of the Services. You will use the Services only to post, send, and receive content and materials that are proper. You will not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any account, computer systems, or networks associated with the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
8. User Conduct. A&C does not screen or control users of its Services and, is not responsible for, and makes no representations or warranties with respect to any user or user conduct, though A&C has the right to monitor such information. You are solely responsible for Your interaction with or reliance on any user or user conduct. You must perform any necessary, appropriate, prudent or judicious investigation, inquiry, research, and due diligence with respect to any user or user conduct. You further understand that You may be exposed to content from others that is offensive, indecent, or objectionable. Contact us at [email protected] to notify us of inappropriate or illegal conduct or content You encounter on the Services, as we have the right to terminate a user account or remove content for any reason. Please see our Copyright Policy ( https://query-service.bio-matrix.com/file/CopyrightPolicy.pdf) for reporting intellectual property infringement claims.
9. Limited License. A&C grants You a limited, revocable, non-exclusive, non-assignable, non-sublicensable license, and right to (a) access and use the Services through a generally available web browser or mobile device (but not through scraping, spidering, crawling, or other technology or software used to access data without the express written consent of A&C); and (b) view information and use the Services that we provide in accordance with these Terms. Any other use of the Services is strictly prohibited. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items.
10. Promotions. You agree to receive newsletters, promotional materials, and other communications and materials relating to A&C or the Services unless You affirmatively opt-out of receiving such materials by contacting us using the information detailed in the Contacting Us Section in our Privacy Policy (https://query-service.bio-matrix.com/file/PrivacyPolicy.pdf). Even if You opt-out of receiving such newsletters or promotional materials, we may still need to contact You with important information about Your account or the Services.
11. Prohibited Uses. You will not use the Services in any of the following ways:
  • attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Services, user accounts, or the technology and equipment supporting the Services;
  • access or attempt to access the Services through any means other than with the software provided by A&C;
  • use data mining, robots, or other data gathering devices on or through the Services, unless specifically allowed by these Terms;
  • post incomplete, false, or misleading information, pretend to be A&C or someone else, spoof A&C’s or someone else’s identity, or misrepresent Your affiliation with a person or entity;
  • disclose personal information about another person or any confidential, proprietary, or trade secret information of any third party, or harass, abuse, or post objectionable material;
  • engage in advertising, marketing, other unsolicited commercial communications, or spamming, except as specifically allowed by these Terms;
  • use the Services in an illegal way or to commit an illegal act in relation to the Services or that otherwise results in fines, penalties, and other liability to A&C or others;
  • forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted through the Services;
  • collect or store personal data about other users unless specifically authorized by such users;
  • harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • access the Services from a jurisdiction where it is illegal or unauthorized; solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
  • register for more than one user account, register for a user account on behalf of another individual or on behalf of any group or entity; in a manner that is not for its intended purpose;
  • in any way that triggers an investigation or inquiry by a governmental or regulatory agency or authority;
  • or with the intent or effect of engaging in deceptive or manipulative conduct, including manipulating one or more financial markets.
  
  You will not upload, post, email, transmit, or otherwise make available any content that:
  
  • is inaccurate, unlawful, threatening, abusive, harassing, obscene, invasive of another’s privacy, hateful, or objectionable to A&C or other users of the Services or refers negatively to people or groups on the basis of their race, ethnicity, national origin, religion, sexual preference, orientation, or identity, gender, class, disability, or similar characteristics;
  • contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • constitutes advertisements or solicitations of business, surveys, contests, chain letters, or pyramid schemes;
  • contains false statements or misrepresentations that could damage You, us, or a third party; or
  • violates or infringes anyone’s intellectual property or other rights.
USER ACCOUNTS
1. Creating an Account. To open an account, You must complete the registration process by providing us with true, current, complete, and accurate information as prompted by the applicable registration form, and You will maintain and promptly update such information, including any authorized payment method, to keep it true, current, complete, and accurate. If You change or deactivate Your mobile telephone number, You will update Your account information with us within 48 hours to ensure that Your messages are not sent to the person who acquires Your former telephone number. You grant A&C the right to independently verify any information that You provide through the Services about Yourself, although A&C does not routinely undertake any verification.
2. Activities Under Your Account. You are responsible for maintaining the confidentiality of any password(s) You use to access the Services, and You are fully responsible for all activities that occur under Your password(s) and Your account. You will notify A&C immediately of any unauthorized use of Your account or any other breach of security. A&C will not be liable for any loss that You may incur as a result of someone else using Your password or account. Notwithstanding such notice, You could be held liable for losses incurred by A&C or another party due to someone else using Your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
3. Suspension, Termination, and Cancellation of Accounts.
  1. A&C may: (a) suspend, restrict, or terminate Your access to any or all of the services, and/or (b) deactivate or cancel your A&C account(s) if: (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect You of using your A&C account(s) in connection with any use we deem inappropriate or which are prohibited by law or under these Terms; (iii) use of Your A&C account(s) is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with Your account activity; (iv) our service partners are unable to support Your use; (v) You take any action that A&C deems as circumventing A&C’s controls, including, but not limited to, opening multiple A&C accounts or abusing promotions which A&C may offer from time to time.
  2. If A&C suspends or closes Your account or terminates Your use of the Services for any reason, we will provide You with notice of our actions unless a court order or other legal process prohibits A&C from providing You with such notice. You acknowledge that A&C’s decision to take certain actions, including limiting access to, suspending, or closing Your account, may be based on confidential criteria that are essential to A&C’s risk management and security protocols. You agree that A&C is under no obligation to disclose the details of its risk management and security procedures to You.
YOUR SUBMISSIONS
1. Your Content. You are solely responsible for all content or information that You upload, post, or otherwise transmit via the Services.
2. Ownership and License of Your Content and Information. A&C makes no claim to ownership of any content or information You provide to A&C and will not pay any compensation to You with respect to any use of Your content or information by us or our licensees. A&C will be free to use or disseminate any content or information You make available to A&C on an unrestricted basis for any purpose, and You hereby grant A&C and all other users of the Services an irrevocable, perpetual, worldwide, transferable, royalty-free, fully paid up, nonexclusive license, with the right to grant and authorize sublicenses, to use, reproduce, modify, distribute, and otherwise exploit such content and information (including in digital form). A&C may pass these rights along to others with whom A&C has contractual relationships related to the provision of the Services, solely for the purpose of providing such Services. You represent and warrant that You have proper authorization for the worldwide transfer and processing among A&C and third-party providers of any content or information that You may provide to A&C. You also represent to us that, by submitting content or information to A&C and granting A&C the rights described in these Terms, You are not infringing or violating the personal or property rights of any person or third party. A&C is under no obligation to post or use any of Your content or information and may remove any content or information at any time in its sole discretion.
3. Public Information. Please remember that any information and content disclosed publicly through the Services becomes public information, and You should exercise caution when deciding to disclose Your personal information and other content.
4. Submissions. Unless A&C has entered into a separate written agreement with You that explicitly states to the contrary, A&C can use and freely exploit any information, feedback, questions, comments, or the like that You provide to A&C in connection with the Services (“Submissions”) on a non-confidential and non-proprietary basis and the Submissions will become and remain the property of A&C. A&C will not be required to pay You for the use of any Submissions that You provide to A&C. A&C is under no obligation to post or use any of Your Submissions and may remove any Submissions or information at any time in its sole discretion. You will not to give A&C any Submissions that (a) You have reason to believe are subject to any patent claim or similar right of a third party; (b) are subject to license terms which seek to require any product incorporating or derived from such Submissions, or other intellectual property, to be licensed to or otherwise shared with any third party; or (c) are the confidential information of any third party to whom You owe a duty of confidence. Please email Your Submissions to [email protected].
5. Indemnification. You will indemnify, defend, and hold harmless the Released Parties (as defined above) from and against any claim or demand, including reasonable attorneys’ fees, made by any third party relating to or arising out of Your content, Your Submissions, or Your use of the Services, including without limitation, Your use of any information You learn from Your use of the Services, and for Your breach of these Terms. You are solely responsible for any claims brought by a third party, including, for Your use of any information You learn from Your use of the Services.
NOTICES; MODIFICATION/TERMINATION OF TERMS AND/OR SERVICES
1. Notices. A&C may provide notice to You via email, regular mail, or posting notices or links to notices on A&C’s website or through the Services.
2. Modification of Terms and Services. A&C may update or change these Terms, and any other terms, conditions, and notices for the Services from time to time. You understand that A&C reserves the right to make these changes and that You are responsible for regularly reviewing these Terms and other terms, conditions, and notices. Continued access to or use of the Services after any such change will constitute Your consent to such change. Unless explicitly stated otherwise, any modifications to the Services will be subject to the Terms, as modified from time to time. A&C may also make changes to the Services or discontinue the Services (including content and product offerings) at any time and without notice. No modification of these Terms will be binding on A&C unless posted by A&C, or unless in writing and signed by a person authorized to act on behalf of A&C. You should periodically visit our website to review the current Terms. Your use of our Services will be at Your own and sole risk and we will not be liable for any data loss or damage to any device, including Your own devices, arising out of or relating to Your use of our Services.
3. Termination or Suspension of Services. A&C reserves the right, in its sole discretion, to modify, terminate, or suspend Your access to the Services or any portion thereof at any time and for any reason, with or without notice and without liability to A&C. A&C will not be liable to You or any third party for any modification, suspension, or termination of the Services, Your access to the Service, or loss of related information. You may stop using or close Your account to use the Services at any time.
THIRD PARTY LINKS, FUNCTIONALITY, AND TRANSACTIONS
1. A&C or its users may provide a link to other sites, including for advertising and promotional purposes, by allowing the user to leave the Services to access third-party material or by bringing the third-party material into the Services via “inverse” hyperlinks and framing technology (each a “Linked Website”). A&C has no control over the content on a Linked Website and is not responsible for the operation of any Linked Website. A&C is offering these links to You as a convenience only, and the fact that A&C has provided or allowed a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers.
2. Our Services may allow You to use third-party content and functionality. You use such content or functionality subject to such third parties’ terms and conditions. We make no promises and disclaim all liability of specific results from the use of the Services.
3. A&C urges You to make sure You understand the risks associated with using, retrieving, or relying upon any information found on the internet before using, retrieving, or relying upon any such information from a Linked Website. Your correspondence or business dealings with, or participation in promotions of, advertisers or users other than A&C found on or through our Services are solely between You and such advertiser or other user. A&C will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any Linked Website.
4. Our apps work on applications linked to a particular device and operating system, such as Apple’s iOS operating system. Your use of the Services may be subject to separate agreements you may enter into with your mobile device operating system provider (e.g., Apple, Google, or Microsoft®), your mobile device manufacturer (e.g., Apple, Samsung®), your mobile service carrier (e.g., AT&T® or Verizon®), and other parties involved in providing your mobile device service, which we collectively refer to as “Third Party Service Providers.” You will comply with all applicable third-party terms of agreement when using the Services. We are not a party to those agreements, and we have no responsibility for the products and services provided by third parties. These Terms are between You and A&C , not with any Third-Party Service Providers. We are solely responsible for the Services and not for the services provided by any Third-Party Service Providers. Third Party Service Providers have no warranty obligations whatsoever with respect to the Services.
A&C INTELLECTUAL PROPERTY
1. All materials, including without limitation, any software, training materials, or documentation, available through the Services and not provided by users of the Service are the property of A&C, affiliated companies and/or third-party licensors, and are protected by copyrights, trademarks, and other intellectual property rights. All trademarks, service marks, and trade names are proprietary to A&C, or affiliated companies and/or third-party licensors. You cannot use our logo or trademarks without our written permission.
2. Except as expressly authorized in writing by A&C, You will not reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of our content or content of others (including without limitation, text, images, photographs, video, audio, graphics, user interface, and other content provided on the Services, and the selection, coordination, and arrangement of such content (whether by us or by You) in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software A&C discloses to You. You must not remove, alter, or obscure any copyright, patent, trademark, or other proprietary or restrictive notice or legend contained or included in any part of the Services, and You will reproduce and copy all such notices and legends on all copies of any part of the Services that You are permitted to make hereunder, if any. You may use the Services and the contents contained in the Services solely for Your own individual non-commercial and informational purposes. Any other use, including for any commercial purposes, is strictly prohibited without our express prior written consent. Any rights not expressly granted herein are reserved.
3. Any software which may be downloaded through the Services for or on behalf of the United States of America, its agencies, and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
DISCLAIMER OF WARRANTIES
1. YOUR ACCESS TO, USE OF, AND RELIANCE ON THE SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. THE RELEASED PARTIES (AS DEFINED ABOVE) DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
2. THE RELEASED PARTIES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (A) THE ACCURACY, LEGALITY, OR RELIABILITY OF ANY OPINION, ADVICE, INFORMATION, OR STATEMENT MADE THROUGH THE SERVICES OR PROVIDED ON THE SERVICES BY ANY PARTY, OR (B) ANY CONTENT PROVIDED ON OR CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM LINKED WEBSITES. THE RELEASED PARTIES FURTHER MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM A&C, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
3. Some jurisdictions do not allow disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimer may not apply.
PRIVACY AND PERSONAL INFORMATION
1. Your privacy is important to us. You consent to the collection, processing, and storage by A&C of Your personal information in accordance with the terms of A&C’s Privacy Policy (https://query-service.bio-matrix.com/file/PrivacyPolicy.pdf). You will comply with all applicable laws and regulations, and the terms of A&C’s Privacy Policy, with respect to any access, use, and/or Submission by You of any personal information in connection with the Services. A&C may communicate with You by email or posting notice on our Services. You may request that we provide notice of security breaches in writing. By using the Services or providing personal information (as defined in our Privacy Policy (https://query-service.bio-matrix.com/file/PrivacyPolicy.pdf)) to us, we may communicate with You electronically regarding security, privacy, and administrative issues relating to Your use of the Services. If we learn of our security system’s breach, we may attempt to notify You electronically by posting a notice on our website or sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw Your consent from receiving electronic notice), please write to us at [email protected].
APPLICABLE LAW
1. The law of Your state or country of residence will apply to any action related to the Terms and/or Your use of the Services, including any Dispute (as defined below). Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any Dispute under the Terms.
2. The Services are not accessible to all persons or in all geographic locations. A&C reserves the right to limit, in its sole discretion, the provision and quantity of any Service to any person or geographic area it so desires. Any offer for any Services provided by A&C is void where prohibited.
BINDING ARBITRATION. All disputes under these Terms or related in any way to Your use of the Services, including any communications or other interactions between You and A&C (a “Dispute”), will be settled through BINDING ARBITRATION (a) except that You or A&C may file a complaint in small claims court if the Dispute qualifies under the applicable jurisdictional limits, or (b) (i) You opt-out as described below, (ii) your Country of Residence does not allow this arbitration agreement; or (iii) or your Dispute is subject to an exception to this agreement to arbitrate set forth below. “Country of Residence” for purposes of this agreement to arbitrate means the country in which You hold citizenship or legal permanent residence, as well as any country from which You regularly access and use the Services. If more than one country meets that definition for You, then Your country of citizenship or legal permanent residence shall be Your Country of Residence, and if You have more than one country of citizenship or legal permanent residence, it shall be the country with which You most closely are associated by permanent or most frequent residence.
1. A&C wants to address Your concerns without the need for a formal legal dispute. Before filing a claim against A&C, You will try to resolve the Dispute informally by contacting us at [email protected] to notify us of the actual or potential Dispute. Similarly, we will undertake reasonable efforts to contact You to notify You of any actual or potential dispute at the email address that You provided to us to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) the name of user, the Notifying Party’s contact information for any communications relating to such Dispute (including the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within 10 business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
2. If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 business days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within 10 business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection with such Dispute.
3. The Dispute will be referred exclusively to and finally resolved by arbitration administered by the International Chamber of Commerce pursuant to its applicable Rules posted here: http://iccwbo.org. There will be a single arbitrator who shall be a practicing lawyer. Arbitration will take place in the English language in California, United States. You may choose to have the arbitration conducted via videoconference, telephonically or via other remote electronic means. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. The ICCWBOL Rules will govern payment of all arbitration fees, or arbitration fees will be paid in accordance with the countervailing law of your Country of Residence if contrary to the ICCWBOL Rules. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity, including public injunctive relief.
4. For any arbitration that You file, and except for a Dispute determined byan arbitrator or court to be frivolous, asserted in bad faith, and/or asserted for purposes of harassment, A&C will pay Your filing fee and costs and expenses that otherwise might be due under the AAA Consumer Arbitration Rules, up to $1,000.
5. You may opt-out of this agreement to arbitrate. If You do so, neither You nor A&C can require the other to participate in an arbitration proceeding regarding these Terms. To opt-out, You must notify us in writing within 30 days after the date that You first accept these Terms. You may also opt-out within 30 days after we notify You regarding a material change to these Terms. You must send us a notice to this address to opt-out:
  
  A&C, Inc.
  4100 Newport PI., Ste. 450
  Newport Beach, CA 92660
  
  You must include Your name and residence address, the email address You used for Your A&C account, and a clear statement that You want to opt-out of this arbitration agreement.
6. The arbitrator has the authority to decide all issues of arbitrability, and there is no judge or jury in arbitration. YOU AND A&C MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. Notwithstanding any provision in these Terms to the contrary, if the class-action waiver in this provision is deemed invalid or unenforceable, or if an arbitration can proceed on a class basis, then neither You nor A&C is entitled to arbitrate the Dispute.
7. This arbitration provision is subject to the Federal Arbitration Act and interpreting case law. To the extent state law applies to the Dispute, the laws of California will apply. The arbitrator’s award will be binding on You and A&C and may be entered in any court of competent jurisdiction.
8. Except as otherwise required by applicable law or provided in these Terms, if the agreement to arbitrate is found not to apply to You or Your Dispute, You agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Orange County, California, United States. Both You and A&C consent to venue and personal jurisdiction there, provided that either party may bring any action to enforce its intellectual property rights or confirm an arbitral award in any court having jurisdiction.
9. This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit class actions, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. If a court finds the prohibition of class actions to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
GENERAL TERMS
1. You acknowledge that we do not provide investment, legal, or tax advice governing transactions through the Services. It is solely Your responsibility to determine what, if any, taxes apply to the transactions you make using the Services and to report and remit the applicable taxes to the relevant taxing authorities. You acknowledge that the tax treatment of Digital Assets transactions is unsettled and You agree that we are not responsible for determining whether taxes apply to your transactions or revenues. To the extent we are required by the relevant taxing authorities to deduct or withhold any amounts from a payment we make to You, we will make the required payment net of such taxes. Any amounts so withheld will be treated as having been paid for all purposes of these Terms. You understand that we will report information with respect to Your transactions, payments, transfers, or distributions made by or to You with respect to the Services to a tax or governmental authority to the extent such reporting is required by applicable law. From time to time, we may ask you for tax documentation or certification of Your taxpayer status as required by applicable law, and any failure by You to comply with this request in the time frame we specify may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should consult Your own tax advisors before making any decisions with respect to Digital Assets transactions. You certify the information You provide to us is accurate and hereby agree to our using such information as is necessary to fulfill our federal, state and local tax payment or withholding purposes and tax filing obligations.
2. Any information we provide on the Services is for information purposes only and is not professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services. You should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate before You make any financial, legal, or other decisions involving the Services or any Digital Assets. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, You acknowledge and agree that we owe no fiduciary duties or liabilities to You or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe You are those set out expressly in these Terms.
3. You must not assign or otherwise transfer the Terms or any right granted hereunder. A&C may assign or otherwise transfer the Terms or any right granted hereunder. Any assignment in violation of this Section will be null and void.
4. Any material breach of these Terms will result in irreparable harm to A&C for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, A&C will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if A&C seeks such an injunction.
5. Services derived or obtained from A&C may be subject to the U.S. export laws and the export or import laws of other countries. You will comply strictly with all such laws and, in particular, will: (a) obtain any export, re-export, or import authorizations required by U.S. or Your local laws; (b) not use the Services to design, develop, or produce missile, chemical, biological, or nuclear weaponry; and (c) not provide Services, content, or products derived or obtained from the Services to prohibited countries and entities identified in the U.S. export regulations.
6. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
7. If any legal authority, having the jurisdiction, rules that any part of these Terms is invalid, that Section will be removed and the remaining terms of these Terms will be valid and enforceable.
8. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
9. A&C always reserves the right to disclose any information as A&C deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in A&C’s sole discretion.
10. A printed version of these Terms and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.