Effective Date: July 21, 2021
1. USE OF THE SERVICES AND PLUTO PROPERTIES.
1.2. Public Datasets. The Platform may permit access to Pluto Properties that consist of or contain public datasets and/or research materials (“Public Datasets”). The submitting authors or publishers retain all rights in and to the Public Datasets, including for reproduction or redistribution. You shall be solely responsible for ensuring that your access to and use of any Public Datasets adhere to the terms and conditions of the owner or any other applicable terms.
1.3. Attribution. You may use Pluto-generated plots, statistical analyses, graphs, and other materials i in educational or research papers and materials solely as long as you provide attribution to “Pluto Biosciences, Inc. (pluto.bio)” in the “Methods” or similar section of such papers and materials. For example: “Graphs created with Pluto Biosciences, Inc. (pluto.bio)” or “Plots and statistical analysis performed with Pluto Biosciences, Inc. (pluto.bio).”
1.4. Pluto Software. Use of any software and associated documentation that is made available via the Site, the Platform, or the Services (“Software”) is governed by the terms of the applicable Supplemental Terms or this Agreement. You shall not use, download or install any Software unless you agree to the applicable terms. Subject to your compliance with the Agreement, Pluto grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement.
1.5. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Pluto Properties (including images, text, page layout or form) of Pluto; (b) you shall not use any metatags or other “hidden text” using Pluto’s name or trademarks; (c) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of Pluto Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (d) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (e) you shall not access Pluto Properties in order to build a similar or competitive website, application, or service; (f) except as expressly stated herein, no part of Pluto Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted, in any form or by any means; (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Pluto Properties; and (h) you shall not misrepresent or claim false ownership in any of the Pluto Properties, including without limitation Public Datasets or User Content (as defined below). Any future release, update, or other addition to Pluto Properties shall be subject to the Agreement. Pluto and its licensors, suppliers, and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Pluto Property terminates the licenses granted by Pluto pursuant to the Agreement.
2.1 Registering Your Account. In order to access certain features of Pluto Properties you may be required to become a User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Platform (“Account”). In registering an Account on the Platform, you agree to (a) provide true, accurate, current and complete information about yourself or the intended Registered User as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
- 2.2 Eligibility. You represent that you are (x) of legal age to form a binding contract, and (y) not a person barred from using Pluto Properties under the laws of the United States, your place of residence, or any other applicable jurisdiction. If you are under the age of eighteen, you may only use the Pluto Properties under the supervision of your parent or guardian.
- 2.3 Your Account. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Pluto immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Pluto has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Pluto has the right to suspend or terminate your Account and refuse any and all current or future use of Pluto Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself unless permitted in writing by Pluto. Pluto reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Pluto Properties if you have been previously removed by Pluto, or if you have been previously banned from any Pluto Properties. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Pluto.
- 2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Pluto Properties, including but not limited to, a mobile device that is suitable to connect with and use Pluto Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Pluto Properties.
3. RESPONSIBILITY FOR CONTENT.
- 3.1. Types of Content. You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. This means that you, and not Pluto, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Pluto Properties (“Your Content”), and that you and other Registered Users of Pluto Properties, and not Pluto, are similarly responsible for all Content that you and they Make Available through Pluto Properties (“User Content”).
- 3.2 Public Datasets and User Content. Pluto Properties may contain Public Datasets and/or User Content provided by other Registered Users. Pluto is not responsible for and does not control Public Datasets or User Content. Pluto has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Public Datasets or User Content. You use all Public Datasets and User Content and interact with other Registered Users at your own risk.
- 3.3 Storage. Unless expressly agreed to by Pluto in writing elsewhere, Pluto has no obligation to store any of Your Content that you Make Available on Pluto Properties. Pluto has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Pluto Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Pluto retains the right to create reasonable limits on Pluto’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Services and as otherwise determined by Pluto in its sole discretion.
- 4.1. Pluto Properties. Except with respect to Your Content and User Content, you agree that Pluto and its suppliers own all rights, title, and interest in Pluto Properties. You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Pluto Properties.
- 4.2. Trademarks. Pluto Biosciences and all related graphics, logos, service marks and trade names used on or in connection with any Pluto Properties are the trademarks of Pluto and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Pluto Properties are the property of their respective owners.
- 4.3. Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in Pluto Properties.
- 4.4. Your Content. Pluto does not claim ownership of Your Content. However, when you as a Registered User Make Available Your Content on or in Pluto Properties to other Registered Users or third parties, you represent that you own and/or have all necessary rights, permissions, licenses, and consents necessary to post, share, or publish Your Content in such manner.
- 4.5. Username. Notwithstanding anything contained herein to the contrary, when you Make Available Your Content to any forums, comments, or any other area on or in Pluto Properties, you hereby expressly permit Pluto to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.
- 4.6. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Pluto through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Pluto has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Pluto a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Pluto Properties and/or Pluto’s business.
5. USER CONDUCT.
As a condition of use, you agree not to use Pluto Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) to take any action on or through the Pluto Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk, or bulk e-mail; (iv) impersonates any person or entity, including any employee or representative of Pluto and any other Registered User; (vi) interferes with or attempts to interfere with the proper functioning of Pluto Properties or uses Pluto Properties in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Pluto Properties, including but not limited to violating or attempting to violate any security features of Pluto Properties, introducing viruses, worms, or similar harmful code into Pluto Properties, or interfering or attempting to interfere with use of Pluto Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Pluto Properties.
Pluto may, but is not obligated to, monitor or review Pluto Properties at any time. If Pluto becomes aware of any possible violations by you of any provision of the Agreement, Pluto reserves the right to investigate such violations, and Pluto may, at its sole discretion, immediately terminate your license to use Pluto Properties, in whole or in part, without prior notice to you.
7. INTERACTIONS WITH OTHER USERS.
You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Pluto reserves the right, but has no obligation, to intercede in such disputes. You agree that Pluto will not be responsible for any liability incurred as the result of such interactions.
8. THIRD-PARTY PROPERTIES.
Pluto Properties may contain links to third-party websites and/or applications (“Third-Party Properties”). When you click on a link to a Third-Party Property, we will not warn you that you have left Pluto Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Properties are not under the control of Pluto, and we are not responsible for any Third-Party Properties. Pluto provides these Third-Party Properties only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties, or any product or service provided in connection therewith. You use all links in Third-Party Properties at your own risk. When you leave our Services, the Agreement no longer governs. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You agree to indemnify and hold Pluto, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Pluto Party” and collectively, the “Pluto Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your violation of the Agreement; (b) your violation of any rights of another party, including any Registered Users; or (c) your violation of any applicable laws, rules or regulations. Pluto reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Pluto in asserting any available defenses. This provision does not require you to indemnify any of the Pluto Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement, and/or your access to Pluto Properties.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
- 10.1. Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF PLUTO PROPERTIES IS AT YOUR SOLE RISK, AND PLUTO PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PLUTO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLUTO PROPERTIES. THE PLUTO PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE PLUTO PROPERTIES WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR YOUR USE OF THE PLUTO PROPERTIES WILL BE TIMELY, SECURE, OR ERROR-FREE; (C) THE PLUTO PROPERTIES WILL BE ACCURATE, RELIABLE, COMPLETE, USEFUL, OR CORRECT; (D) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (E) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (F) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PLUTO OR THROUGH PLUTO PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- 10.2. Beta Features. From time to time, Pluto may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Pluto’s sole discretion. The provisions of this section apply with full force to such features or tools.
- 10.3. No Liability for Conduct of Third Parties or Other Users. You acknowledge and agree that the Pluto Parties are not liable, and you agree not to seek to hold the Pluto Parties liable, for the conduct of third parties, including operators of external sites and providers of Public Datasets, and that the risk of injury from such third parties rests entirely with you. Furthermore, you are solely responsible for all of your communications and interactions with other Registered Users of the Pluto Properties. You understand that Pluto does not make any attempt to verify the statements of Registered Users of the Pluto Properties.
11. LIMITATION OF LIABILITY.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE PLUTO PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PLUTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF PLUTO PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE PLUTO PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH PLUTO PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, OR YOUR CONTENT; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON PLUTO PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO PLUTO PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL PLUTO PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO PLUTO BY YOU OR YOUR ORGANIZATION DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, AND (B) $100. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLUTO AND YOU.
12. TERM AND TERMINATION.
- 12.2. Termination of Services by Pluto. Pluto reserves the right to terminate or block any user’s access to the Pluto Properties or the Services at any time, with or without cause, without notice. For cause reasons that your access may be terminated include, but are not limited to (a) if you or your organization fail to provide timely payment for the Services, if applicable, (b) if you have materially breached any provision of the Agreement, or (c) if Pluto is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful). You agree that all terminations for cause shall be made in Pluto’s sole discretion and that Pluto shall not be liable to you or any third party for any termination of your Account.
- 12.3. Termination of Services by You. If you want to terminate the Services provided by Pluto, you may do so by (a) notifying Pluto at any time, and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Pluto’s address set forth below.
- 12.4. Effect of Termination. Termination may result in the termination of access to your Account, the barring of any future use of the Pluto Properties or the Services, and the deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any portion of the Services, your right to use such portion of the Services will automatically terminate immediately. Pluto will not have any liability whatsoever to you for any suspension or termination. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
13. INTERNATIONAL USERS.
Pluto Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Pluto intends to announce such Services or Content in your country. Pluto Properties are controlled and offered by Pluto from its facilities in the United States of America. Pluto makes no representations that Pluto Properties are appropriate or available for use in other locations. Those who access or use Pluto Properties from other countries do so at their own volition and are responsible for compliance with local law.
14. GENERAL PROVISIONS.
- 14.1. Electronic Communications. The communications between you and Pluto may take place via electronic means, whether you visit Pluto Properties or send Pluto e-mails, or whether Pluto posts notices on Pluto Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Pluto in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Pluto provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
- 14.2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Pluto’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- 14.3. Force Majeure. Pluto shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- 14.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Pluto Properties, please contact us at email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- 14.5. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes shall be Denver, Colorado. The Parties hereby agree to waive the following defenses to any action brought in Colorado: forum non conveniens, lack of personal jurisdiction, insufficient process, and insufficient service of process.
- 14.6. Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English, even if provided in an alternative language.
- 14.7. Notice. Where Pluto requires that you provide an e-mail address, you are responsible for providing Pluto with your most current e-mail address. In the event that the last e-mail address you provided to Pluto is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Pluto’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Pluto at the following address: Pluto Biosciences, Inc., Attn: Legal, P.O. Box 482, Golden, CO 80402. Such notice shall be deemed given when received by Pluto by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- 14.8. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- 14.9. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- 14.10. Export Control. You may not use, export, import, or transfer Pluto Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Pluto Properties, and any other applicable laws. In particular, but without limitation, Pluto Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Pluto Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services, or technology provided by Pluto are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. Government authorization, export, re-export, or transfer Pluto products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- 14.11. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 N. Market Blvd., Ste N-112, Sacramento, CA 95834-1924, or by telephone at (800) 952-5210.
- 14.12. Entire Agreement. The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.