Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Pro-Lab Diagnostics USA ("Company," "we," "us," or "our") governing your access to and use of Microbank Marketplace, including any associated mobile applications, web applications, APIs, and related services (collectively, the "Service").

By accessing or using the Service in any manner — including creating an account, clicking "Agree," downloading the application, or simply browsing — you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and End User License Agreement (EULA), all of which are incorporated herein by reference.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" will refer to that entity.

If you do not agree to these Terms, you must not access or use the Service.

About Microbank Marketplace

Microbank Marketplace is a software-as-a-service (SaaS) platform designed exclusively for biobanking organizations, biological research laboratories, and affiliated research institutions. The Service enables authorized users to:

• Track and manage biological specimen inventory within a physical storage hierarchy (company → lab → freezer → box → vial)
• List specimens as available on a marketplace accessible to other verified research users
• Communicate with other researchers through an in-app messaging system
• Collaborate with team members and manage organizational access controls

The Service is intended solely for professional biobanking and laboratory research management purposes. It is not a medical device, clinical decision-support system, or electronic health record (EHR) system. It is not designed, certified, or intended for use in patient care, clinical diagnosis, treatment planning, or any other clinical application.

Account Registration & Security

3.1 Eligibility

You must be at least 18 years of age and a duly authorized representative of a legitimate biobanking organization, research institution, or related scientific enterprise to register for and use the Service. By creating an account, you represent and warrant that you meet these requirements.

3.2 Account Accuracy

You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You must provide a valid professional or institutional email address.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong, unique password and not share it with any third party
• Notify us immediately at support@pro-lab.us of any unauthorized access to or use of your account
• Ensure that you log out at the end of each session, particularly on shared devices
• Not permit any other person to access the Service using your credentials

We will not be liable for any loss or damage arising from your failure to comply with these security obligations.

3.4 Company Accounts & Roles

The Service includes organizational account structures whereby a company administrator may invite additional users and assign roles (e.g., Admin, Manager, Researcher, Technician, Viewer). Administrators are responsible for managing their organization's user access, ensuring that all invited users have agreed to these Terms, and promptly revoking access for individuals who are no longer authorized.

3.5 One Account Per User

Each individual user may maintain only one personal account. Creating duplicate or fraudulent accounts is prohibited and may result in immediate termination of all associated accounts.

Acceptable Use

4.1 Permitted Uses

You may use the Service solely for lawful, professional biobanking and biological specimen management purposes consistent with the Service's intended functionality, and only in compliance with all applicable local, state, national, and international laws and regulations.

4.2 Prohibited Uses

You agree that you will not, and will not permit others to, use the Service to:

• Store, process, transmit, or display any Protected Health Information (PHI) — see Section 5 for full details
• Engage in any activity that violates applicable law, including laws governing the collection, handling, transport, import, export, or disposal of biological materials
• List, advertise, or facilitate the transfer of specimens obtained illegally, without appropriate donor consent, or in violation of applicable bioethics regulations
• Impersonate any person or entity, or misrepresent your affiliation with any organization
• Transmit any unsolicited commercial communications (spam), chain letters, or pyramid schemes
• Upload, transmit, or distribute any malicious code, viruses, or other harmful software
• Attempt to gain unauthorized access to any part of the Service, other users' accounts, or our infrastructure
• Scrape, crawl, or systematically extract data from the Service without written permission
• Reverse engineer, decompile, or disassemble any component of the Service
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without express written permission
• Use the Service to compete with us or to benchmark our Service for competitive purposes

HIPAA Non-Compliance & PHI Prohibition

5.1 Definition of Protected Health Information (PHI)

For purposes of these Terms, PHI includes any information that relates to the past, present, or future physical or mental health or condition of an individual, or the provision of or payment for health care, that identifies or could reasonably be used to identify the individual. PHI includes, but is not limited to:

• Patient names, initials, or any other name or designation linked to a patient
• Geographic data smaller than a state (street address, city, county, ZIP code, geocodes)
• Dates directly related to an individual, including birth dates, admission dates, discharge dates, death dates, and ages over 89
• Phone and fax numbers; email addresses linked to individuals
• Social Security numbers; medical record numbers; health plan beneficiary numbers
• Account numbers; certificate or license numbers; vehicle and device identifiers
• URLs and IP addresses linked to individuals; biometric identifiers; full-face photographs
• Diagnoses, clinical findings, treatment plans, or any other clinical information
• Any other unique identifying number, characteristic, or code linked to health information

5.2 Your Obligations Regarding PHI

You expressly acknowledge and agree that:

• You will not enter, upload, store, transmit, or otherwise process any PHI through the Service under any circumstances
• Specimen descriptions and metadata must contain only non-identifying, de-identified information about the biological material itself — not about any patient, donor, or individual from whom the specimen was derived
• De-identified information must comply with HIPAA's Safe Harbor or Expert Determination method before entry
• In-app chat messages must not contain any PHI or individually identifiable health information

5.3 User Assumption of All Liability

If you, or any user within your organization, enter PHI into the Service:

• You are in material breach of these Terms and your access may be immediately terminated
• You assume full, sole, and exclusive liability for all consequences, including regulatory penalties, enforcement actions, fines, civil claims, and other liabilities
• Pro-Lab Diagnostics USA expressly disclaims all liability, to the fullest extent permitted by law, for any HIPAA violations or data breaches involving PHI arising from your misuse of the Service
• You agree to indemnify and hold harmless Pro-Lab Diagnostics USA from any claims, fines, penalties, or legal fees arising from PHI you enter

Biobanking & Marketplace Rules

6.1 Specimen Accuracy

All specimen listings and inventory records must be accurate, truthful, and non-misleading. You are solely responsible for the accuracy of all specimen metadata, descriptions, availability information, and storage conditions you enter into the Service.

6.2 Regulatory Compliance

You are solely responsible for ensuring that your biobanking activities and any specimen transfers facilitated through the Marketplace comply with all applicable laws and regulations in your jurisdiction, including:

• U.S. Food and Drug Administration (FDA) regulations applicable to biological materials
• Centers for Disease Control and Prevention (CDC) guidelines for biological specimens
• International Air Transport Association (IATA) dangerous goods regulations for specimen transport
• U.S. Department of Transportation (DOT) hazardous materials regulations
• Select agent regulations (42 CFR Part 73, 9 CFR Part 121, 7 CFR Part 331)
• Import and export laws and regulations of relevant jurisdictions
• Institutional biosafety committee (IBC) and institutional review board (IRB) requirements
• International regulations including the Convention on Biological Diversity and the Nagoya Protocol

6.3 Prohibited Specimens

You must not list, offer, or facilitate the transfer of any specimen that was collected without appropriate informed consent, is a federally restricted select agent without required permits, is subject to a legal hold or law enforcement restriction, or whose transfer would violate any applicable law, regulation, or institutional policy.

6.4 No Guarantee of Transactions

The Marketplace is a discovery and communication platform. We do not guarantee the completion of any specimen transfer, and we are not a party to any transaction between users. All specimen transfers are conducted directly between the parties and are solely their responsibility.

User Content & Data

7.1 Ownership

You retain ownership of all data, specimen records, laboratory information, and other content you submit to the Service ("User Content"). We do not claim ownership of your User Content.

7.2 License to Operate

By submitting User Content to the Service, you grant Pro-Lab Diagnostics USA a non-exclusive, worldwide, royalty-free license to use, reproduce, store, modify (for formatting purposes only), and display your User Content solely to the extent necessary to provide and improve the Service.

7.3 Content Standards & Removal

You are solely responsible for your User Content and represent that it does not infringe any third-party intellectual property rights, violate any applicable law, contain any PHI, or contain defamatory or otherwise objectionable material. We reserve the right to review, remove, or disable access to any User Content that violates these Terms, without notice or liability to you.

Subscriptions & Billing

8.1 Subscription Plans

Access to certain features of the Service requires a paid subscription. Subscription plans, pricing, and included features are described on our website and within the Service and are subject to change with notice.

8.2 Billing & Auto-Renewal

Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). Your subscription will automatically renew at the end of each billing period unless cancelled prior to the renewal date. By subscribing, you authorize us to charge your payment method on a recurring basis.

8.3 Cancellation & No Refunds

You may cancel your subscription at any time through the Service's subscription management settings or by contacting us at support@pro-lab.us. Cancellation takes effect at the end of the current billing period. All subscription fees are non-refundable, except as required by applicable law. No refunds or credits will be issued for partial subscription periods or unused time.

8.4 Taxes & Failed Payments

All fees are exclusive of applicable taxes, for which you are solely responsible. If a payment fails, we may suspend or terminate your access to paid features until payment is resolved.

Intellectual Property

9.1 Company Ownership

The Service, including its software, algorithms, user interface designs, text, graphics, logos, and all other content (excluding User Content), is the exclusive property of Pro-Lab Diagnostics USA and its licensors, protected by U.S. and international intellectual property laws.

9.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. This license does not include any right to sublicense the Service, reproduce or distribute any part of it, create derivative works, or use the Service for any commercial purpose beyond the scope described in these Terms.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us an irrevocable, worldwide, royalty-free license to use and incorporate that feedback without any obligation to you.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES; OR ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICE.

THE SERVICE DOES NOT PROVIDE MEDICAL, CLINICAL, REGULATORY, LEGAL, OR PROFESSIONAL ADVICE. ALL DECISIONS RELATED TO SPECIMEN MANAGEMENT, TRANSFER, OR USE ARE MADE SOLELY BY YOU AND AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRO-LAB DIAGNOSTICS USA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, LOST DATA, REGULATORY FINES, OR COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

Indemnification

You agree to defend, indemnify, and hold harmless Pro-Lab Diagnostics USA and its officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your access to or use of the Service
• Any PHI or other unauthorized data you enter, upload, or transmit through the Service
• Any violation of these Terms by you or any user in your organization
• Your violation of any applicable law, regulation, or third-party right
• Any breach of your representations and warranties herein
• Any claim by a regulatory authority (including HHS, FDA, CDC, or state agencies) arising from your use of the Service

Termination

13.1 Termination by Us

We may suspend or terminate your access to the Service immediately, without notice or liability, for material breach of these Terms (including entry of PHI), non-payment of fees, conduct posing a risk to us or other users, or if required by law.

13.2 Termination by You

You may terminate your account at any time by following the account deletion process in the Service or by contacting us at support@pro-lab.us. Termination does not entitle you to a refund of any prepaid fees.

13.3 Effect of Termination

Upon termination, your right to access and use the Service immediately ceases. We may delete your account and User Content in accordance with our data retention policies. Sections 5, 7.2, 9, 10, 11, 12, 14, and any others that by their nature should survive, shall survive termination.

Governing Law & Dispute Resolution

14.1 Governing Law

These Terms and all disputes arising from or relating to them or the Service shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal laws of the United States, without regard to conflict of law principles.

14.2 Informal Resolution

Before initiating any formal legal proceeding, you agree to contact us at support@pro-lab.us to attempt informal resolution within 30 days.

14.3 Binding Arbitration & Class Action Waiver

If informal resolution fails, any dispute shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in the State of Delaware.

YOU AND PRO-LAB DIAGNOSTICS USA EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY.

Changes to These Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 30 days' notice via email to your registered email address or through a prominent notice within the Service. Your continued use of the Service after the effective date constitutes your acceptance of the revised Terms.

Contact Us

If you have any questions about these Terms of Service, please contact us:

• Email: support@pro-lab.us
• Website: microbank.pro-lab.us
• Company: Pro-Lab Diagnostics USA

For urgent security concerns or suspected PHI breaches, email us immediately at support@pro-lab.us with the subject line "URGENT — Security Concern."