Web Portal and Mobile Application Terms of Use

Last updated: 24JUL2026

Introduction

Valis Biosciences Inc. (the “Company”, “Valis”, “us,” “we” or “our”) provides secure software, cloud-based technology, mobile applications, web portals, regulated computerized systems, artificial intelligence-enabled features where authorized, and related Services (including the Web Portal, mobile applications, software, hosted Services, and related technology) supporting clinical research, healthcare operations, pharmaceutical development, population health, scientific research, and other regulated activities.

THESE TERMS AND CONDITIONS REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. SEE SECTION 9 (LIMITATION ON LIABILITY), SECTION 10 (LIMITATION ON TIME TO FILE CLAIMS), AND SECTION 21 (DISPUTE RESOLUTION), BELOW.

1. Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and the Company. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), your access to and use of the Company’s Services, including its products, software, hosted services, cloud-based platforms, APIs (where applicable), mobile applications, web portals, and related technology Services by the Company, your access to and use of the App or Web Portal and your access and use of the App, (collectively, the “Services”), including any content, functionality, Services or products offered on or through the Services, whether as a guest or a registered user. You further represent that your use of the Services complies with all applicable laws, regulations, contractual obligations, sponsor requirements, institutional policies, and professional standards applicable to your role.

These Terms of Use, together with any service agreement, merchant agreement (“Merchant Agreement”) or order for Services from the Company, if any, to which you are a party (a “Service Agreement”), are referred to as the “Agreement”. If you use the Services, you and Valis are each a “Party” to the Agreement.

If you are party to or subject to a Service Agreement with the Company, Merchant Agreement with the Company, these Terms of Use also govern such Service Agreement, Merchant Agreement, and the term “Services” shall include such Service Agreement, Merchant Agreement, and any Services, goods or equipment provided by the Company under such Service Agreement, Merchant Agreement.

Please read the Terms of Use carefully before you start to use the Services.

By using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://valisbiosciences.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

By accepting these Terms of Use downloading, installing, or using the App or Web Portal, you agree that you are bound by our Mobile Application End User License Agreement (the “Web and Mobile Application End User License Agreement”) available at https://valisbiosciences.com/end-user-license-agreement, and by our Privacy Policy, found at https://valisbiosciences.com/privacy, incorporated into the Web and Mobile Application End User License Agreement by reference. If you do not want to agree with the Web and Mobile Application End User License Agreement or the Privacy Policy, you must NOT download or use the App or Web Portal.

The Privacy Policy, Web and Mobile Application End User License Agreement and any Service Agreement or Merchant Agreement between the Company and you are incorporated by reference into this Agreement.

If you wish to use the Services for a commercial purpose, you must be at least 18 years old. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements.

If you are accessing or using the Services on behalf of an entity or organization

  • a. your use of the Services binds such entity or organization to these Terms of Use,
  • b. the terms “you” and “your,” as used in these Terms of Use, our Privacy Policy, our Web and Mobile Application End User License Agreement, any Service Agreement or the Merchant Agreement between the Company and you, and any other document or policy referenced in these Terms of Use, shall be deemed to mean both you, in your individual capacity, and the entity or organization on whose behalf you are accessing, using or contracting for the Services, and
  • c. you represent and warrant that you are authorized by such entity or organization to access and use the Services, enter into the Terms of Use, our Privacy Policy, the Web and Mobile Application End User License Agreement, such Services Agreement or Merchant Agreement and any other document or policy referenced in these Terms on behalf of such entity or organization and to bind such entity or organization to such terms, policies and documents.
  • d. If you do not meet these requirements, you must not access or use the Services.

2. Changes to the Terms of Use

We may revise, update, amend, supplement and/or restate these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services, including any Service Agreement or Merchant Agreement between the Company and you.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access the Web Portal or App so you are aware of any changes, as they are binding on you. Material revisions affecting your rights or obligations may also be communicated through the Web Portal, App, email, or other reasonable means where appropriate.

3. Accessing the Services

Access requirements vary depending on the Services provided. Certain Services require authorized user accounts, multi-factor authentication, sponsor authorization, organization credentials, or other security controls before access is granted.

We reserve the right to withdraw or amend the Services, and any service, product, or material we provide through the Services, in our sole discretion without notice. WE WILL NOT BE LIABLE IF FOR ANY REASON ALL OR ANY PART OF THE WEBSITE, APP OR ANY SERVICE OR PRODUCT ARE UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users, including registered users.

4. Use of Web Portal and Apps

Our Web Portal, Apps, images, data, text, audios, videos, photographs, custom graphics, logos, button icons, descriptions and all other material provided, and the collection and compilation and assembly thereof are the exclusive property of Valis, its parent, or our licensors and are protected by United States and international copyright laws. Provided that you comply with these Terms, we grant you permission to use the Web Portal and Apps as described herein.

The contents of our Web Portal and Apps may be used solely for your authorized internal purposes and only in accordance with applicable study protocols, contractual obligations, institutional policies, and these Terms. Any other use of such contents, including the reproduction, modification, distribution, transmission, republication, display or performance of the contents without our prior written consent is expressly forbidden.

You may not use, reproduce, modify, transmit, display, publish, sell, create derivative works, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any content of this Web Portal and Apps for commercial profit or gain. Nothing in these Terms or on the Site shall be construed as conveying any intellectual property or other proprietary rights to You beyond the limited use rights herein.

You shall not perform unauthorized vulnerability testing, security scanning, penetration testing, automated scraping, data mining, reverse engineering, or other activities intended to compromise the confidentiality, integrity, or availability of the Services without Valis’ prior written authorization. You shall not knowingly upload malicious code, ransomware, viruses, bots, automated scripts, or other technologies intended to interfere with the Services.

As a condition of your use of the Web Portal and Apps, you will not use the Web Portal and Apps, or any contents or Services, for any purpose that is unlawful in any applicable jurisdiction where our Web Portal and Apps are being used, or prohibited by these Terms, conditions, and notices.

While we work to ensure the timeliness and accuracy of the Web Portal and Apps, their content and Services, we make no warranties either express or implied, and assume no liability or responsibility for the completeness, use, accuracy, reliability, correctness, timeliness or usefulness, of any of the results obtained from its use.

5. Web Portal and Mobile Application Uptime

Valis uses commercially reasonable efforts to maintain availability of the Services while recognizing that maintenance, upgrades, cybersecurity activities, and circumstances beyond our reasonable control may affect availability. However, web portals and mobile applications do sometimes encounter downtime due to server maintenance and other technical issues. Therefore, we will not be liable if the Web Portal or Apps are unavailable at any time.

Our Web Portal and/or Apps may be temporarily unavailable due to issues such as system failure, maintenance, or repair, or for reasons beyond our control. Where possible, we will try to give our users advance warning of maintenance issues but shall not be obliged to do so.

6. User Conduct

The Web Portal and Apps may process Personal Information and Protected Health Information as described in the Privacy Policy. Users shall not upload, disclose, download, export, or otherwise process information unless authorized by the applicable Sponsor, customer, healthcare provider, institution, or Valis.

When using our Web Portal and Apps, you shall not post or send to or from either the Web Portal or App

  • a. content for which you have not obtained all necessary consents;
  • b. content that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offense, give rise to a civil liability, or otherwise is contrary to the law in any applicable jurisdiction where our Web Portal or Apps are being used;
  • c. content which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

We will fully cooperate with proper requests from law enforcement authorities, court orders, or other legal mandate requiring us to disclose the identity or other details or any person posting materials to our Web Portal or Apps.

Users are responsible for safeguarding Protected Health Information (PHI), Personally Identifiable Information (PII), Confidential Information, and regulated clinical trial data accessed through the Services. Examples of prohibited activities include, but are not limited to:

  • Capture, create, store, transmit, print, download, copy, photograph, screen record, or disseminate screenshots, recordings, images, documents, or other content containing Protected Health Information (PHI), Personally Identifiable Information (PII), Personal Information, Confidential Information, or study data except as expressly authorized for approved business, clinical, regulatory, quality, or technical purposes and in accordance with applicable law, sponsor requirements, institutional policies, and Valis policies and procedures
  • Attempt to circumvent security controls
  • Share login credentials
  • Impersonate another individual
  • Attempt unauthorized access
  • Upload malicious software
  • Use the Services in violation of applicable privacy or cybersecurity laws
  • Export, download, or transmit regulated clinical data except through approved, validated, and authorized systems or workflows
  • Share screenshots, photographs, screen recordings, or recordings from the Services through email, text message, social media, messaging applications, collaboration platforms, or other communication channels unless expressly authorized.

7. Links to and from Third Party Website and Applications

Any links furnished on our Web Portal or Apps may allow you to leave our Web Portal or Apps. These third-party websites and applications are not under our control, and we disclaim any responsibility for the contents of such linked websites or any link(s) contained in any such linked website(s) or any changes or updates to any of these websites.

If you would like to link to our Web Portal or Apps, you may only do so on the basis that you link to, but do not replicate, any page of our Site or portions of our Apps, and subject to the following conditions

  • a. you do not in any way imply that we are endorsing any Services or products unless this has been specifically agreed with us;
  • b. you do not misrepresent your relationship with us or present any false information about us;
  • c. you do not link from a website that is not owned by you; and
  • d. your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law of the United States of Americ
  • a.
  • e. If you choose to link our Web Portal or Apps in breach of this Section, you shall fully indemnify us for any loss or damage suffered as a result of your actions.

8. Disclaimers

All information on our Web Portal and Apps is of a general nature and is furnished for your knowledge and understanding and as an informational resource only. The documents and any related graphics published on the Web Portal and Apps could include technical inaccuracies or typographical errors. Changes are periodically added to the information contained on our Web Portal and Apps. We may make improvements and/or changes to any of the products depicted or described herein at any time.

Our Web Portal and Apps may provide information to you related to various health, medical or medication administration conditions. This information is not intended to be a substitute for the advice, treatment, or recommendations of a healthcare professional. Clinical decisions remain solely the responsibility of qualified healthcare professionals and study investigators. Nothing within the Services replaces the independent professional judgment of investigators, healthcare providers, study personnel, or qualified clinicians.

VALIS DOES NOT WARRANT OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION DESCRIBED WITHIN OR DERIVED FROM OUR SITE, PRODUCTS, AND/OR APPLICATIONS. THE CONTENT HEREIN IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE USERS ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY INFORMATION UPON WHICH THEY RELY.

THE SITE AND APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO ANY PRODUCTS, INFORMATION OR SERVICE PROVIDED THROUGH THIS SITE OR THE APPLICATIONS, INCLUDING, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, OR IN ELECTRONIC FORM.

9. Limitation of Liability

YOUR USE OF OUR WEB PORTAL AND APPS IS ENTIRELY AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE TO YOU OR TO ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES OR INJURY YOU MAY INCUR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE PRODUCTS OR APPLICATIONS, OR YOUR RELIANCE ON OR USE OF THE SITE, THE INFORMATION, OR SERVICES PROVIDED, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR ANY FAILURE OF PERFORMANCE, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON OUR SITE OR APPLICATIONS, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF WE HAVE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for certain types of damages, which means that some of the above limitations may not apply to you. In these jurisdictions, Valis’ liability will be limited to the greatest extent permitted by law. Nothing in these Terms limits liability where such limitation is prohibited by applicable law.

10. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS OF USE, ANY SERVICE AGREEMENT OR MERCHANT AGREEMENT BETWEEN THE COMPANY AND YOU MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

11. Indemnification

You agree to defend, indemnify, and hold us, our officers, directors, employees, volunteers, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your use of and access to the Web Portal and/or Apps or your violation of these Terms or your violation of any third party right, including without limitation any trademark, copyright or other proprietary or privacy right.

We will indemnify you from and against any third-party claims that the Web Portal, Apps, or other systems supporting your use of the Web Portal and Apps infringes such third party’s United States intellectual property rights except where Valis acts solely as a processor or service provider on behalf of a Sponsor, healthcare provider, or customer.

12. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by You.

13. Applicable Law

We make no representations that the content or the Web Portal or the Apps are appropriate or may be used or downloaded outside the United States. Access to the Web Portal and/or the content may not be legal in certain countries outside the United States. If you access the Web Portal or Apps from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the website.

Our Web Portal and Apps are controlled in the State of New York, United States of America. The Web Portal and Apps, and their contents, and any disputes arising therefrom shall be construed and interpreted under the laws of the State of New York and applicable United States federal laws, without regard for New York conflicts of law rules.

Our Web Portal and Apps are subject to the United States export control laws and regulations and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations. You agree not to use the Services in violation of export control laws, sanctions regulations, cybersecurity laws, privacy laws, or clinical research regulations.

14. Disclaimer

THE WEB PORTAL OR APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEB PORTAL OR APP AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY

  • a. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
  • b. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,
  • c. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
  • d. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE,
  • e. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR
  • f. ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.

15. Security Incidents

For the purposes of this Section, a “Security Incident” means the accidental, unlawful, or unauthorized access to, use, disclosure, alteration, loss, or destruction of

  • a. App Data or Personal Information,
  • b. Your or your service providers’ information technology systems and facilities on which the App depends, and/or
  • c. Valis App or Web Portal’s Services.

In the event you become aware of or suspect a Security Incident, you will notify Valis about such Security Incident immediately and in no event later than 24 hours after you become aware of it. You agree to preserve all relevant evidence and documentation, shall not destroy, modify, overwrite, or otherwise alter evidence relevant to the Security Incident, and shall provide Valis with information reasonably requested regarding the Security Incident, including an explanation of the nature and root cause of the Security Incident, the categories and approximate number of affected individuals and/or organizations, the categories and approximate quantity of affected records, the likely consequences of the Security Incident, and corrective action being taken.

You agree to take such actions as Valis may reasonably request to respond to, investigate, and mitigate adverse effects of any Security Incident. Before you communicate with the public or any third party about a Security Incident, you will consult with Valis regarding, and provide Valis an advance copy of, such communication, provided so doing is permitted by applicable laws and regulations.

16. Security Review, Monitoring, and Remediation

Valis and/or an independent third party selected by Valis may, at Valis’ sole cost and discretion, perform monitoring or a security review of the Web Portal and Apps to ensure that your App(s) complies with the Terms and that other Apps does not threaten the security, integrity, availability or performance of Valis’ Services, software, or applications. Valis shall provide you with prior written notice of any Security Review.

You shall provide Valis, at no charge, full user-level access to your App(s) and shall cooperate with Valis in the Security Review and provide such information as Valis may reasonably request. You represent and warrant that all information you provide to Valis in connection with other Apps is true and accurate. Except as required by applicable law, Valis shall keep the results of Security Review confidential.

Valis may also utilize automated monitoring tools, vulnerability detection technologies, logging systems, and security analytics to protect the confidentiality, integrity, and availability of the Services.

17. International Transfers

Where Personal Information is transferred across international borders, Valis Biosciences Inc. will implement appropriate administrative, contractual, organizational, and technical safeguards consistent with applicable privacy and data protection laws.

  • a. European Economic Area (EEA): Where Personal Information subject to the EU General Data Protection Regulation (EU GDPR) is transferred outside the European Economic Area to a country that has not been recognized by the European Commission as providing an adequate level of protection, Valis will rely upon an appropriate transfer mechanism permitted under Chapter V of the EU GDPR.
  • b. United Kingdom: Where Personal Information is subject to the UK GDPR and the Data Protection Act 2018, transfers outside the United Kingdom will be conducted using a lawful transfer mechanism recognized under UK law.
  • c. Switzerland: Where Personal Information is subject to the Swiss Federal Act on Data Protection (FADP), Valis will implement appropriate safeguards recognized under Swiss law.
  • d. Canada, Australia, Asia-Pacific and Other Jurisdictions: Where Personal Information is transferred from Canada, Australia, Japan, Singapore, South Korea, China, or any other jurisdiction with applicable cross-border data transfer requirements, Valis will implement safeguards required by the applicable laws of the originating jurisdiction.
  • e. Future Regulatory Changes: Valis may update the international data transfer mechanisms described in this Section to reflect changes in applicable law without requiring amendment of these Terms, provided that any replacement mechanism affords an equivalent or greater level of protection for Personal Information where required by applicable law.

18. Ownership and Intellectual Property

a. Valis’ Intellectual Property. You acknowledge and agree that: (i) the Valis Web Portal and Apps and any other materials or content made available through the Web Portal or App, including all associated intellectual property rights, are the exclusive property of Valis and/or its licensors or authorizing third-parties; and (ii) subject to the limited licenses provided in the Terms, you do not have any other rights in any Valis intellectual property.

  • b. Your Intellectual Property. Subject to any licenses provided in the Terms, Valis does not possess ownership or other rights in your intellectual property, or other technology.

c. Feedback. By submitting ideas, suggestions, and/or proposals (“Feedback”) to Valis, you acknowledge and agree that: (i) your Feedback does not contain confidential or proprietary information; (ii) Valis is under no obligation of confidentiality with respect to the Feedback; (iii) Valis may already be developing a solution related to the Feedback; and (iv) you grant Valis a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, commercialize, and publish the Feedback for any purpose, without compensation to you.

d. Product Development. Valis will not be precluded from creating, developing, acquiring, publishing, licensing, protecting, or marketing and distributing materials, applications, products, or Services that are competitive with other Apps or other products, or Services provided by you.

e. No Affiliation. You shall not suggest any affiliation with Valis, including any suggestion that Valis sponsors, endorses, or guarantees your products or Services or that you are a partner of Valis and shall not use any Valis logo to imply such affiliation without a written license thereto.

Nothing herein transfers ownership of regulated clinical data where ownership is governed by applicable law, Sponsor agreements, study documentation, or other contractual obligations. Nothing in these Terms grants Valis ownership of participant Personal Information or Protected Health Information except as necessary to perform authorized Services and as otherwise permitted by applicable law, Sponsor agreements, or participant authorization.

19. Termination

Termination by Valis and you. Valis may, without prior notice or liability to you, suspend or terminate these Terms, any rights granted herein, and/or your license to the Valis Web Portal or Apps, in our sole discretion, for any reason. Unless you have agreed otherwise, you may terminate these Terms at any time by ceasing your access to and use of the Valis’ Web Portal or Apps. Upon termination, all licenses granted herein immediately expire and you will cease use of the Web Portal or Apps. Any continued use of the Web Portal or App will be subject to these Terms.

Termination does not require deletion of regulated records where retention is required by law, Sponsor requirements, contractual obligations, Good Clinical Practice, or regulatory authorities.

20. General

These Terms, together with the Privacy Policy, any legal notices published by us on the Web Portal or Applications, and any other applicable agreements, shall constitute the entire agreement between us concerning use of the Web Portal and Apps. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

Electronic acceptance of these Terms constitutes a legally binding electronic agreement.

21. Dispute Resolution

PLEASE READ THIS SECTION 21 (“ARBITRATION AGREEMENT”) CAREFULLY. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. You and we agree that any dispute between you and Valis or any of its affiliates relating in any way to, or arising from in connection with

  • a. your access or use of the Services (including the Web Portal or the App),
  • b. this Agreement, including these Terms of Use, the Privacy Policy, any Web Portal and Mobile Application End User License Agreement and you, or any Service Agreement between Valis and you (if applicable),
  • c. any communication you receive relating to Valis, or
  • d. to any aspect of your relationship with Valis, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representativ
  • e) basis; and (2) you or Valis may seek equitable relief in court for infringement or other misuse of intellectual property rights.

IF YOU AGREE TO ARBITRATION WITH VALIS, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST THE COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO THE ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY PARTIES IN AN INDIVIDUAL ARBITRATION PROCEEDING.

Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin arbitration proceedings, you must send a letter requesting arbitration and describing your claim to our Operations Lead at Valis Biosciences Inc, 185 Great Neck Road, Suite 424, Great Neck, NY 10021. The proceedings shall be held in Nassau County, New York. You may choose to have the arbitration conducted by telephone, based on written submissions.

Authority of Arbitrator. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Valis are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 21 Applicability of Arbitration Agreement.

Waiver of Class and Consolidated Actions. ALL CLAIMS AND DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. THIS WAIVER APPLIES TO CLAIMS IN COURTS AND ARBITRATIONS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS AGREEMENT.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Valis Biosciences Inc, 185 Great Neck Road, Suite 424, Great Neck, NY 10021, Attn: Operations Lead, or email legal@valisbiosciences.com, within 30 days after first becoming subject to this Arbitration Agreement.

Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Valis.