Last modified: August 21, 2023

1. Introduction

These Terms of Service (“Terms”, “Terms of Service”) are used to determine the rules of the Service and to clarify the legal relationship between the entity using the Service (“User”) and the Company. Resphera Biosciences (“Company”) operates firstlookdata.com (“Website”) with statistical support services (“Service” as defined below in Section 2). The Service is meant for professional entities conducting activities that require statistical analysis support. Using the Website and/or Service in any manner, also by going through the Account set-up process, the User declares that (i) he/she has read, understood and accepts the provisions of the Terms and Privacy Policy, (ii) his/her age and legal capacity enables to conclude an agreement with the Company, (iii) he/she has the right to act on behalf of the entity which he/she represents and his/her declarations are effective. If the User does not agree to the provisions of the Terms, he/she should not use the Service; in this scenario, the User may contact the Company by emailing at support@firstlookdata.com so the Company can try to find a solution.

2. Definitions

Unless otherwise indicated, the following capitalized terms have the following meaning:

Account – a personalized and secure digital space for User to use the Service / Website after execution of Agreement.

Agreement – means a contractual agreement that may be executed between User and Company, that specifies the scope and price for using the Service / Website.

Company – means Resphera Biosciences LLC.

Content – means data, reports and other information the User sends to (or receives from) the Service / Website.

Desktop Device – means devices used in a stationary setting such as a desktop computer, laptop, tablet or other electronic equipment which allows interacting with Website through a browser.

Intellectual Property – means any language, designations, inventions, models, designs, works and other externalized expressions of creative activity that are the subject of exclusive rights of the Company.

Link – means hyperlink referring to the Other Website.

Other Websites – means websites other than the Website.

Password – means a private series of characters provided by the User to the Website to authenticate their identity for access to the Account.

Privacy Policy – means the Privacy Policy, which defines the rules of personal data processing by the Company, available under the following internet address: www.firstlookdata.com/privacy.

Research Use Only (RUO) – means products, materials, or information that are intended solely for scientific research purposes and not for diagnostic, therapeutic, or clinical use.

Service / Website – means together the Website and/or Statistical services (depending on the scope dedicated to a given User pursuant to the Agreement). “Service” has the same meaning.

Terms – means these terms of service available located at: https://www.firstlookdata.com/terms.

User – refers to an entity or individual utilizing the Service as per the Agreement established with Company.

Website – means web pages located at https://firstlookdata.com.

You – the User (or prospective User) reading these Terms of Service.

Above mentioned definitions retain their meaning regardless of whether they are expressed in the singular or the plural.

3. General Rules

Using the Service means full acceptance of the Terms. The Terms applies to relations between the Company and the User only. Each entity using the Service is obliged to use it in accordance with these Terms. Using the Website is permissible provided that the Device meets jointly the following minimum technical requirements: is a desktop style internet browser application has access to the Internet, allows the start-up of the one from following internet browsers: (i) Google Chrome, (ii) Opera, (iii) Firefox, (iv) Safari, (v) Microsoft Edge. The internet browser version used should not be older than one year.

4. Account

Account set-up is performed after an Agreement is executed with the User. Inaccurate, incomplete, or obsolete data or information may result in the immediate termination of a User’s account to the Service / Website. User is responsible for maintaining the confidentiality of their Account and Password, including but not limited to the restriction of access to a privately accessible Desktop Device. User agrees to accept responsibility for any and all activities or actions that occur under their Account and/or Password. User must notify support@firstlookdata.com immediately upon becoming aware of any breach of security or unauthorized use of their Account. User may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than User, without appropriate authorization. User may not use a username or submit language to the Service that is offensive, vulgar or obscene.

5. Communications

By creating an Account, User agrees to occasionally receive email information from Company. User agrees that their primary mode of communication with Company will be through support@firstlookdata.com.

6. Billing and Payment

Agreement between User and Company will include a payment schedule specific to use of Service. The Company will provide User reasonable prior notice of billing associated with renewal of Agreement. Company reserves the right to temporarily refuse or cancel Service for a User at any time for reasons including but not limited to: non-payment for Service, limited service availability, errors in the Agreement, or if fraud or unauthorized or illegal behavior is suspected.

7. Refunds

Except when required by law, fees paid by User to Company as part of the Agreement are non-refundable.

8. Content

User is responsible for Content submitted to Service including its legality, reliability, and appropriateness. By submitting Content to Service / Website, User represents and warrants that: (i) Content is authorized for User to submit and to grant Service the rights to use as provided in these Terms, and (ii) that the submission of Content to Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Company reserves the right to terminate the Account of any User found to be infringing on a copyright. User retains any and all of their rights to any Content they submit to (and receive from) Service / Website, and User is responsible for protecting those rights. Company takes no responsibility and assume no liability for Content User submits or retrieves from Service / Website. User acknowledges that Service / Website may impose limits on Service and Content, and that Content stored via the Service / Website in excess of those limits may be deleted in accordance with Agreement.

9. Prohibited Uses

User may use Service / Website only for lawful purposes and in accordance with Terms. User agrees not to use Service / Website: (1) in any way that violates any applicable state, federal or international law or regulation, (2) to impersonate or attempt to impersonate Company, a Company employee, another User, or any other person or entity, in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity, (3) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service / Website, or which, as determined by us, may harm or offend Company or Users of Service / Website or expose them to liability. Additionally, User agrees not to (1) use Service / Website in any manner that could disable, overburden, damage, or impair Service / Website or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service / Website, (2) use any robot, crawler, or other automatic device, process, or means to access Service / Website for any purpose, including monitoring or copying any of the material on Service / Website, (3) use any manual process to monitor or copy any of the material on Service / Website or for any other unauthorized purpose without our prior written consent, (4) use any device, software, or routine that interferes with the proper working of Service / Website, (5) introduce any viruses, trojan horses, worms, logic bombs, or other material, which is malicious or technologically harmful, (6) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service / Website, the server on which Service / Website is stored, or any server, computer, or database connected to Service / Website, (7) attack Service / Website via a denial-of-service attack or a distributed denial-of-service attack, (8) take any action that may damage or falsify Company rating or reputation, otherwise attempt to interfere with the proper working of Service / Website.

10. Analytics

Company may use third-party service providers to monitor and analyze the use of our Service / Website. Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service and Website. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network. For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy.

11. Intellectual Property

The Service / Website and their original content (excluding User’s Content), features and functionality are and will remain the exclusive property of the Company. The Service / Website are protected by copyright, trademark, and other laws of the United States and foreign countries. Some novel methods developed by the Company may be patented or patent-pending. Company’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company. The User, by using the Service, does not acquire any rights to the Intellectual Property. The User shall not modify, reverse engineer, decompile, disassemble or attempt to derive source code from Service / Website or any portion thereof unless source code is provided as part of the Agreement between User and Company. The User may not create and/or publish APIs or otherwise proxying access to the Service / Website nor is allowed to use the Service / Website in an automated manner (that is by machine or computer program).

12. Copyright Policy

Company respects the intellectual property rights of others. It is Company policy to respond to any claim that Content posted with the use of the Service / Website infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity. Infringement claims may be submitted to support@firstlookdata.com, with the subject line: “Copyright Infringement” and include in the claim a detailed description of the alleged Infringement. Claimers of Infringement may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service / Website.

13. Error Reporting and Feedback

The Company tries – to the best of its ability – to support Users in solving their problems related to functioning of the Service / Website, as well as undertakes actions to improve the quality of the Service’s functioning and the provision of the Service based on the comments submitted by these entities. User may provide support@firstlookdata.com with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). User acknowledges and agrees that: (i) User shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from User or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, User grants Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

14. Links to Other Websites

Our Service and/or Website may contain links to Other Websites that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any Other Websites. Company do not warrant the offerings of any of these entities/individuals or Other Websites. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY OTHER WEBSITES. COMPANY STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY OTHER WEBSITES THAT YOU VISIT.

15. Disclaimer of Warranty

THE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Limitation of Liability

The Company shall not be liable for the consequences of the Content submitted to, or retrieved from, the Service / Website, including accuracy of numerical estimates and visualizations. User acknowledges that the Service / Website is for Research Use Only (RUO) and may be inaccurate, and that User cannot only rely on the Service / Website outputs alone. The Service / Website cannot replace any professional interpretation of the data, nor can it be deemed sufficient alone for submission to a government agency for regulatory approval. The Company shall not be liable for the consequences of installing or sending any malicious software, phishing or any other practices undertaken by other entities to the Service. The Company shall not be liable for any breaks in the operation of the Service. The Company shall not be liable for the consequences of phenomena known as force majeure, including in particular power outages, fires, atmospheric phenomena, wars, riots, strikes and other similar events that are not affected by the Company. EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THESE TERMS AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

17. Service Breaks

The Company does not guarantee the permanent accessibility of the Service / Website. The Company reserves the right to introduce breaks in the ongoing operation of the Service / Website or their certain functionalities. If there is an intention to implement a break, the Company will notify Users about it by posting relevant information or a message on the Website or via the email provided when setting-up the Account at least three days before the date of planned break. In the event of unintended breaks in the operation of the Website or the Service or their certain functionalities, the Company will immediately notify about it by posting a relevant information or message on the Website or via the email provided for the User’s Account. Acceptance of the Terms means also giving an approval for the Services being not 100% reliable or accurate.

18. Data Protection and Security

The Company processes data with due diligence and ensures adequate technical and organizational security measures. Detailed information about the protection of data can be found in the Privacy Policy. The Company shall not be liable for the data protection of the Content shared by the User outside the Service / Website. The Company shall not be liable for the contents and rules of data protection and privacy on the Other Websites, including those to which the Links refer. The Company shall not be liable for the damages caused by browsing the Other Websites or posting any data or other information on them. The Company recommends reading the rules of data protection and privacy on the Other Websites, including those to which the Links refer, before beginning to use them.

19. Termination and Deletion

Company may terminate or suspend a User’s Account and ban access to Service immediately, without prior notice or liability, under sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms. If a User wishes to terminate an Account, they may simply discontinue using Service or email support@firstlookdata.com to have their Account and associated Content deleted.

20. Governing Law

These Terms shall be governed and construed in accordance with the laws of State of Maryland without regard to its conflict of law provisions. Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

21. Changes To Service

Company reserves the right to withdraw or amend Service / Website, and any service or material Company provides via Service, in sole discretion without notice. Company will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, Company may restrict access to some parts of Service, or the entire Service, to Users.

22. Amendments To Terms

Company may amend Terms at any time by posting the amended terms on https://www.firstlookdata.com/terms. It is the responsibility of the User to review these Terms periodically. Continued use of the Service / Website by User following the posting of revised Terms means that User accepts and agrees to the changes. User is expected to check this page frequently, to be aware of any changes, as they are binding. By continuing to access or use Service after any revisions become effective, User agrees to be bound by the revised terms. If User does not agree to the new terms, they are no longer authorized to use Service. In case of any discrepancies between these Terms and the Agreement (if concluded), the provisions of the Agreement shall be applicable.

23. Waiver And Severability

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision. If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

24. Acknowledgement

BY USING SERVICE OR OTHER SERVICES PROVIDED BY COMPANY, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.