Terms of use

Flow Genomics Inc. Website terms of use

LAST UPDATED: 2025-06-24

Overview

These Terms of Use form a legally binding contract between FLOW GENOMICS INC. ("we" or "us") and the people and companies (“Users” or “you”) that access and use our website located at www.flowgenomics.com or any related website or mobile platform controlled by us (collectively, the "Website"). These Terms of Use apply to all services provided through our Website and any other software application we operate, and all content, services, and products available at or through the Website. It is very important that you read and fully understand these Terms of Use before using the Website. By agreeing to these Terms of Use and using the Website, you are entering into a legally binding contract which will impact your rights. By accessing any part of the Website, you agree to be bound by these Terms of Use. You are also confirming that you have read and fully understood these Terms of Use. If you do not agree to or understand all of these Terms of Use, then you may not access the Website or use any services available on the Website. These Terms of Use should be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Website.

Services available on this website

Without restriction, we generally offer the following services through the Website: We provide cloud-based DNA analysis workflows. The services we offer are subject to change over time. By using the Website, you are confirming that you have determined that the services are appropriate for your needs. We do not guarantee that these services meet your needs or that they are suitable for your specific purposes.

Ownership of your files

When you choose to upload documents or data (including any images or text), FLOW GENOMICS INC. does not review or pre-screen the contents of electronic data uploaded or posted to the Website (“Content”) and FLOW GENOMICS INC. claims no intellectual property rights with respect to the Content. However, by posting, uploading, inputting or submitting any Content whatsoever to the Website, you are granting FLOW GENOMICS INC. an irrevocable, royalty free licence while the Content remains uploaded to the Website, to use the Content solely in connection with performing the agreed-upon services, and also for improving the services offered to develop new goods and services offered to other customers.

Payment procedures

Payments for services or products available on the Website will be charged to you in accordance with the policies, procedures, and timelines posted on the relevant sections of the Website. You agree to pay the fees applicable to your subscription and any other applicable fees, including but not limited to fees relating to the processing of transactions under your account (“Fees”). All initial and recurring Fees will be charged to the credit card that you authorize for your account. It is your responsibility to keep your authorized credit card valid and up to date at all times. We may terminate or block access to your account if your credit card becomes expired or otherwise invalid at the time any Fees become due. For purposes of processing payments, we use the following service provider: STRIPE Before using the Website, you must first review and approve the terms and conditions governing the use of these third-party payment processors, which are available at the following website(s): https://www.stripe.com

Ownership

Samples: At all times, Samples shall remain the property of User. User shall own all Intellectual Property rights in all improvements to the Samples, that we conceive, invent, reduce to practice, develop, or make, solely or jointly with User or others, in the course of performance of this Agreement or as a result of receipt of User’s Confidential Information (collectively, “User Intellectual Property”). We hereby assign, and agree to assign to User, all of its right, title, and interest in any User Intellectual Property. We will use reasonable effort to promptly disclose to User in writing all User Intellectual Property. We will execute and will require our personnel involved in the performance of the Services to execute, any documents required to confirm User’s ownership of the User Intellectual Property, and any documents required to apply for, maintain and enforce any patents or other rights in the User Intellectual Property. Upon User’s request and at User’s expense, and at no cost to us, we will assist User as may be necessary to apply for, maintain and enforce any patents or other rights in the User Intellectual Property. “Intellectual Property” means proprietary methods, discoveries, inventions, patents, trade secrets, copyrights, trademarks, service marks, trade dress, compositions, products, procedures, know how, data, reports, programs, processes, protocols, written or electronic writings, illustrations, images, and any other form of proprietary rights. Results: Upon payment in full for the Services, User shall own all Intellectual Property rights, if any, in the data produced by us as a result of performing the Services (the “Results”). Records: Except as otherwise set forth in this Agreement, we will own all rights in the written and electronic records, accounts, notes, reports and data relating to our performance of the Services (the “Records”). Pre-existing Intellectual Property: Neither party will, as a result of this Agreement, acquire any right, title, or interest in any Intellectual Property that the other party owned or controlled as of the effective date of, or that the other party obtains ownership or control of separate and apart from the performance of, this Agreement. For further clarity, and notwithstanding anything herein to the contrary, User agrees that our core technologies existing prior to the Services shall remain the sole property of FLOW GENOMICS INC. and that any and all improvements to our core technologies that are not specifically related to the Samples, whether or not conceived within the performance of the Services in connection with this Agreement, shall be the sole property of FLOW GENOMICS INC.

Confidentiality

In the course of the performance of this Agreement, FLOW GENOMICS INC. and/or User (each as the receiving party as the case may be) may acquire confidential and proprietary materials and information concerning the other party (each the disclosing party as the case may be), which the disclosing party marks or otherwise identifies in writing as being confidential or which from its nature would be understood to be confidential, including, without limitation, any technical, scientific, or business information, irrespective of the form of communication (the “Confidential Information”). Each receiving party of the disclosing party’s Confidential Information agrees not to use other than for performance of its obligations under this Agreement, nor to transfer or otherwise disclose to any third party, any Confidential Information concerning the other party, unless and except to the extent that such use or disclosure is consented to in writing in advance by the disclosing party. Each party shall (i) give access to such Confidential Information solely to those of its directors, officers, employees, representatives, agents and advisors (collectively, “Representatives”) with the need to have access thereto for the party’s performance under this Agreement and who are bound by obligations of confidentiality and restricted use consistent with those set forth in this Agreement, and (ii) take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own Confidential Information, but in no event shall a party apply less than a reasonable standard of care to prevent such disclosure or unauthorized use. The term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than through the fault of the receiving party, (ii) the receiving party can demonstrate by written records was within the receiving party’s possession or otherwise known to the receiving party prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not bound by a confidentiality obligation to the disclosing party, (iii) becomes available to the receiving party on a non-confidential basis from a source other than by or on behalf of the disclosing party, provided that such source is not bound by a confidentiality obligation to the disclosing party, or (iv) the receiving party can demonstrate by clear and convincing evidence was developed by or on behalf of the receiving party independent of knowledge or information obtained from the disclosing party. To the extent any Confidential Information is required by Applicable Law to be disclosed to a governmental authority, the receiving party may disclose that portion of such Confidential Information that in the opinion of its counsel is required to be disclosed, provided, however , that to the extent permitted by Applicable Law, the receiving party shall use commercially reasonable efforts to obtain the agreement of such above-mentioned authority to maintain the confidentiality of any such information and shall give the disclosing party prompt notice of such required disclosure in order to allow the disclosing party to seek protective treatment of such information

Your account

In order to fully use the Website, you will be required to create an account. Information submitted by you in order to create an account will be subject to our Privacy Policy, which is available for review on the Website, and which you are required to approve before creating an account. The Privacy Policy also dictates how to terminate your account and how you can have your personal identifying information deleted from our servers. The terms governing the features and capabilities of your account and the related fees can be found on the Website.

Termination

You may cancel and terminate your Account at any time in accordance with the terms and policies posted on the Website. If at the date of termination of your Account, there are any outstanding payments owing by you to us, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

Limitation of liability

Except in a case where we are in violation of these Terms of Use, we will not be held liable for, and you hereby fully waive the right to claim for any loss, injury, claim, liability or damages of any kind resulting in any way from use of the Website. Your use of the Website is at your sole risk. The Website is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. We do not warrant that your use of the Website will be uninterrupted, secure or error-free. In no event will we have any liability to you or any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you or the third party have been advised of the possibility of such damages. In the event the foregoing paragraph, or any part thereof, is void under applicable law, this paragraph, or such part thereof, shall be inapplicable.

Indemnification

You agree to indemnify and hold harmless FLOW GENOMICS INC., including our officers, directors, shareholders, employees and agents, from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the Website, including but not limited to your violation of any term of these Terms of Use or any other policy posted on the Website.

Security breaches

In order to protect your security, it is your sole responsibility to ensure that all usernames and passwords used to access the Website are kept secure and confidential. You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security. We will investigate any breach of security on the Website that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however arising.

Warranties and representations

We hereby disclaim all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties as to merchantability or fitness for a particular purpose as they relate to the Website.

Age restrictions

Users Must be Over the Age of 18. You represent and confirm that you are over the age of 18. We do not target, market, or promote the Website to those under 18. We do not permit any User under the age of 18 to use the Website.

Governing and dispute resolution

These Terms of Use and any access to or use of the Website shall be governed by, and construed in accordance with, the laws in force in the Province of Ontario. Any claim, dispute or controversy that occurs between FLOW GENOMICS INC. and a User relating to the interpretation or implementation of any of the provisions of these Terms of Use, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario.

Waiver of class action

By using the Website, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against FLOW GENOMICS INC. or its affiliates related to any claim, dispute or controversy arising from your use of the Website. Where applicable, you hereby agree to opt out of any class proceeding against FLOW GENOMICS INC. otherwise commenced. The above waiver shall not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law.

General terms

a. AMENDING THESE TERMS OF USE These Terms of Use may be updated and amended from time to time. We reserve the right to change these Terms of Use at any time, and any amended Terms of Use are effective upon posting to the Website. We will make efforts to communicate any changes to these Terms of Use we deem material, in our sole discretion, via email or notifications on the Website. Your continued use of the Website will be deemed to be immediate and unconditional acceptance of any amended Terms of Use, whether or not we deemed the amendments to be material. b. ASSIGNMENT We may assign or delegate these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent and without prior notice to you. Users may not assign or delegate any rights or obligations under these Terms of Use, without our prior written consent, and any unauthorized assignment and delegation is void. c. NO WAIVER No waiver of a provision, right or remedy of this Agreement shall operate as a waiver of any other provision, right or remedy or the same provision, right or remedy on a future occasion. d. NO AGENCY The parties to these Terms of Use are independent contractors and are not partners or agents. FLOW GENOMICS INC. has no fiduciary obligations or professional obligations whatsoever to you arising from these Terms of Use or your use of the Website. e. SEVERABILITY In the event that any provision or part of this Agreement is found to be void or invalid by a court of law, the remaining provisions, or parts thereof, shall be and remain in full force and effect. f. ENTIRE AGREEMENT These Terms of Use, in conjunction with all policies and guidelines available on the Website (including but not limited to any Privacy Policy), incorporated by reference, constitute the entire agreement between you and FLOW GENOMICS INC. and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of these Terms of Use.

Questions on these terms of use

We welcome you to contact us with any questions on these Terms of Use. You can send your questions regarding these Terms of Use to the following email address: info@flowgenomics.com

Confirmation of agreement to terms of use.

BY PROCEEDING TO USE THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY POLICIES AND NOTICES POSTED ON THE WEBSITE.