Terms of Service
Last updated: January 26, 2026
Welcome, and thank you for your interest in GENOS LLC (“GENOS,” “we,” or “us”) and our website at www.genos.bio, along with our related websites, the GENOS.bio CLM application, the BioCredits™ Ledger, and other services provided by us (collectively, the “Service”). These Terms and Conditions, including GENOS's Privacy Policy (available at: /privacy), (together, these “Terms”) are a legally binding contract between you and GENOS regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” SIGNING AN ORDER FORM OR STATEMENT OF WORK (SOW) THAT REFERENCES THESE TERMS, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THESE TERMS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND GENOS'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY GENOS AND BY YOU TO BE BOUND BY THESE TERMS.
If you are using the Service in the course of your work for an entity or organization that has a master service agreement or specific contract with GENOS in effect, then such agreement controls in the event of a conflict with these Terms.
NOTICE OF ARBITRATION AND CLASS ACTION WAIVER. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND GENOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. GENOS Service Overview
Our platform provides AI‑driven contract lifecycle management (CLM) and workflow software for biological research organizations and laboratories. GENOS enables teams to scope statements of work (SOWs), manage approvals and change orders, coordinate bioinformatics professionals (service providers) and deliverables, track milestones, and maintain versioned, audit‑ready documentation. Key components include the GENOS.bio CLM application for managing service agreements and the BioCredits™ system for transparent service accounting and funding management. GENOS does not provide medical, pharmaceutical, or clinical research or development services.
2. Eligibility
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations of Puerto Rico and your local jurisdiction. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Privacy
Our Privacy Policy explains how we collect, use, and share personal information in connection with the Service. By using the Service, you agree that we can process information in accordance with the Privacy Policy and these Terms.
If you are accessing the Service through an institution/organization, that institution/organization may control Customer Data and may have its own privacy, compliance, or data governance requirements that apply to you.
4. Accounts and Registration
To access certain features of the Service, such as the CLM application, you must register for an account. When you register, you may be required to provide us with information such as your name, email address, institutional affiliation, or other contact information. You agree that the information you provide is accurate, complete, and not misleading, and you will keep it accurate and up-to-date. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify us immediately at [email protected] if you suspect unauthorized access.
5. Payment Terms and BioCredits™
Certain services require payment or the use of BioCredits™. Fees and BioCredit™ values will be specified in your contract, Statement of Work (SOW), or on our pricing information page. All fees are in U.S. Dollars unless otherwise stated and are non-refundable, except as required by law or outlined in your specific contract.
5.1. Pricing: GENOS reserves the right to determine pricing. We will provide reasonable notice of any changes to fees or BioCredit™ structures.
5.2. Payment Processing: We may use third-party payment processors (e.g., Stripe). By making payments, you agree to be bound by the processor's terms. Payment processing details are subject to the specific processor's agreements.
5.3. BioCredits™: BioCredits™ function as a trade credit within the GENOS platform, facilitating accounting and service extension under agreed contracts. They may be purchased or allocated based on institutional agreements. Settlement of BioCredit™ balances or direct payments may be accepted via methods specified in your contract or invoice (e.g., ACH, check, potentially cryptocurrency). Current BioCredit™ value is typically pegged to USD $1.00, but this is subject to change as per platform policies or specific agreements.
5.3.1. BioCredits™ are not financial products: BioCredits™ are intended for internal accounting and reconciliation of services within the GENOS ecosystem. BioCredits™ are not bank accounts, stored value, securities, commodities, or transferable trade notes offered to the public. Except as explicitly provided in a signed agreement, BioCredits™ are non-transferable and have no cash value outside the Service.
5.3.2. Posting and reconciliation: BioCredits™ may be generated and posted in batches (not necessarily in real time). Contract estimates may differ from the BioCredits™ actually generated as work is performed.
5.3.3. Account balances and grants: An institutional BioCredits™ balance may be positive, zero, or negative depending on contract terms (for example, where GENOS settles certain work as a grant or in-kind contribution). Settlement and reconciliation are governed by the applicable contract/SOW.
5.4. Delinquent Accounts: GENOS may suspend or terminate access for unpaid amounts or outstanding BioCredit™ settlements. Delinquent accounts may incur incidental charges for collection efforts.
6. Public Verification and Ledger Views
Certain platform and BioCredits™ workflows are designed to support verifiable integrity and audit trails. Depending on the deployment and configuration, this may include cryptographic hashes, on-chain anchoring, or ledger-style views that are accessible via a URL.
You are responsible for ensuring that any information you submit for publication or public verification does not include personal information you do not want exposed. If you or your institution shares a public verification URL, anyone with that URL may be able to view the associated record. Certain records may be designed to remain stable over time to preserve verification and audit integrity.
7. Licenses
7.1. Limited License: Subject to your compliance with these Terms, GENOS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service as outlined in your contract or scope of work.
7.2. License Restrictions: You may not: (a) reproduce, distribute, publicly display, or create derivative works of the Service beyond the scope of your permitted use; (b) modify, reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Service (except where permitted by law); (c) upload sensitive data subject to specific regulations (e.g., HIPAA, PCI-DSS, GLBA) without a specific, compliant agreement (e.g., Business Associate Agreement if applicable) in place with GENOS; (d) introduce malicious code or interfere with the Service's operation; (e) use automated tools (spiders, scrapers) to extract data without permission; (f) remove proprietary notices; (g) circumvent security measures; or (h) use the Service for illegal purposes or in violation of these Terms.
7.3. Feedback: If you provide feedback or suggestions (“Feedback”), you grant GENOS an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback for any purpose, including service improvement.
8. Ownership; Proprietary Rights; Service Outputs
8.1. GENOS Materials: GENOS retains all right, title, and interest in the Service, including its visual interfaces, design, code, documentation, and all related intellectual property ("Materials"). No implied licenses are granted.
8.2. Service Outputs: The Service may generate analyses, reports, visualizations, or other data outputs based on Customer Data provided by you (collectively, “Outputs”). Ownership and usage rights for Outputs will be defined in your specific contract or SOW. Unless otherwise specified in a signed agreement, GENOS grants you a license to use the Outputs for your internal research and development purposes, consistent with the project scope. You acknowledge that Outputs are generated based on computational analysis and may require expert interpretation. Outputs may be similar for different customers using similar data or parameters. Outputs are provided "AS IS", and you are responsible for validating their accuracy, completeness, and suitability for your specific needs.
9. Customer Data and Usage Data
9.1. Customer Data: Data, text, source code, biological sequences, or other materials you Upload to the Service ("Customer Data") remain your property. You grant GENOS the necessary rights to use Customer Data solely to provide the contracted Service to you. We will not use Customer Data for training general machine learning models or for any purpose outside of fulfilling our service obligations to you, unless explicitly agreed upon in writing (e.g., for anonymized, aggregated analysis for platform improvement, with your consent).
If your engagement includes integrations with existing workflows (for example, email threads, meeting notes, Git repositories, or document exchanges), you represent and warrant that you have the authority to provide access to those systems and materials and to instruct GENOS to process them for the contracted purpose.
9.2. Usage Data: GENOS may collect performance, analytical, or usage data related to your use of the Service (“Usage Data”), excluding Customer Data. We use Usage Data to provide, monitor, and improve the Service. Anonymized, aggregated Usage Data may be used for broader service enhancement.
10. Third-Party Software
The Service may incorporate third-party software components, potentially under open-source licenses (“Third-Party Components”). Your use of these components may be subject to their respective licenses.
11. Communications
We may send you emails regarding the Service, updates, or related offerings. You may opt out of promotional emails via the email's unsubscribe link or by contacting us at [email protected].
12. Modification of Terms
We may change these Terms periodically. Material changes will be notified by updating the date at the top and posting the current version at /terms. Continued use after changes signifies acceptance. If you disagree with modifications, discontinue using the Service.
13. Term, Termination, and Modification of the Service
13.1. Term: These Terms begin upon acceptance or first use and end upon termination by either party or when no active contract (e.g., SOW) remains.
13.2. Termination: Your authorization terminates automatically if you violate these Terms. GENOS may terminate or suspend your access at its discretion, with or without notice (subject to contractual obligations). You may terminate your use as per your contract terms or by closing your account if no contract is active.
13.3. Effect of Termination: Upon termination, your license rights cease, access ends, outstanding payments become due, and certain sections (e.g., Ownership, Indemnity, Disclaimers, Liability Limitations, Governing Law) survive. You are responsible for retaining copies of your Customer Data and Outputs.
13.4. Modification of Service: GENOS reserves the right to modify or discontinue parts of the Service, potentially without notice (subject to contractual service commitments).
14. Indemnity
To the fullest extent permitted by law, you agree to defend and indemnify GENOS and its affiliates, directors, officers, employees, and agents (“GENOS Entities”) from claims arising from: (1) your unauthorized use or misuse of the Service; (2) your violation of these Terms or applicable law; (3) your violation of third-party rights (including intellectual property or privacy rights); or (4) disputes between you and third parties related to your use of the Service.
15. Disclaimers; No Warranties
15.1. THE SERVICE, MATERIALS, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GENOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. GENOS DOES NOT WARRANT THAT THE SERVICE OR OUTPUTS WILL BE UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE.
15.2. NO ADVICE OR INFORMATION OBTAINED FROM THE SERVICE OR GENOS ENTITIES CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU USE THE SERVICE AND RELY ON OUTPUTS AT YOUR OWN DISCRETION AND RISK.
15.3. THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
16. Limitation of Liability
16.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GENOS ENTITIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICE OR OUTPUTS.
16.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF GENOS ENTITIES FOR ALL CLAIMS RELATED TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU PAID TO GENOS FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 6 MONTHS PRIOR, OR (b) USD 100.
16.3. THESE LIMITATIONS ARE ESSENTIAL ELEMENTS OF THE AGREEMENT AND APPLY EVEN IF A LIMITED REMEDY FAILS.
17. Dispute Resolution By Binding Arbitration
Please read this section carefully as it affects your rights. You and GENOS agree that any disputes arising from these Terms or the Service will be resolved through binding, individual arbitration, waiving the right to a jury trial or class action, except for certain small claims or specific types of disputes outlined herein. This agreement is governed by the Federal Arbitration Act.
Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Parties are encouraged to review the applicable AAA rules available on the AAA website (adr.org).
18. Miscellaneous
18.1. General Terms: These Terms, including the Privacy Policy and any referenced contracts (SOW, etc.), constitute the entire agreement. You may not assign these Terms without consent; GENOS may assign them freely. Failure to enforce a provision does not waive the right to enforce it later. "Including" means "including but not limited to." Invalid parts will be modified to the greatest extent possible; remaining parts stay in effect.
18.2. Governing Law: These Terms are governed by the laws of the Commonwealth of Puerto Rico, without regard to conflict of law principles. Subject to Section 17 (Dispute Resolution By Binding Arbitration), you and GENOS submit to the personal and exclusive jurisdiction of the courts located within San Juan, Puerto Rico for resolving any lawsuit or court proceeding permitted under these Terms.
18.3. Privacy Policy: Please read the GENOS Privacy Policy (/privacy) carefully. It is incorporated into these Terms.
18.4. Electronic Communications: By using the Service, you consent to receiving electronic communications from us as described in the Privacy Policy.
18.5. Contact Information: GENOS LLC may be contacted at 1225 Ave. Juan Ponce de Leon - Penthouse, San Juan, PR 00907 or by emailing [email protected].
18.6. No Support: Unless specified in a contract, GENOS is under no obligation to provide support.
18.7. International Use: The Service is operated from Puerto Rico (USA). Access from jurisdictions where the Service is illegal is prohibited. Users accessing from outside Puerto Rico/USA do so at their own initiative and are responsible for compliance with local laws.