Terms of Service

1. Agreement to Terms; Electronic Acceptance

1.1 These Terms of Service (the "Terms") are a binding agreement between you ("you" or "Customer") and BioQredyt LLC, a Virginia limited liability company ("BioQredyt," "we," or "us"), for your access to and use of BioQredyt's websites, applications, and services (the "Service").

1.2 You accept these Terms by checking the box presented with separate, conspicuous links to these Terms and to the Privacy Policy at account registration, and again at checkout if and when paid plans become available. The acceptance control states that you agree to the Terms and acknowledge the Privacy Policy, and that acceptance creates a binding agreement. You also accept these Terms by signing or entering into an order form or other written agreement that references them. If you do not accept, you may not use the Service.

1.3 These Terms are available for review before you register and before you incur any payment obligation, and remain accessible within the Service in a form you can print and store.

1.4 By the separate consent presented at registration, you agree under the Virginia Uniform Electronic Transactions Act to transact electronically and to receive records and notices electronically. You may withdraw this consent by closing your Account, which ends your ability to use the Service; withdrawal does not affect transactions already completed.

1.5 We record information evidencing your acceptance, including the Terms version, date and time, Account, IP address, and the text of the acceptance control. We retain these records as described in the Privacy Policy.

1.6 Your use of the Service is also subject to our Privacy Policy, which is our notice of information practices and not a set of contractual warranties. Order of precedence is in Section 28.4.

2. Definitions

"Account" — the account you register to access the Service.

"Authorized User" — an individual you authorize to use the Service under your Account who is at least 18 years old (or the age of majority in their jurisdiction, if higher).

"Customer Content" — the data you or your Authorized Users submit or create through the Service, including parcel and project boundaries you draw or coordinates you enter, project names and descriptions, settings and inputs you select, and annotations. You own Customer Content. The Service does not currently accept file uploads.

"Output" — the analytical results the Service generates, including risk signals, scores (such as a BEIM score), map overlays, and summaries. Output is part of BioQredyt's intellectual property; you receive a license to it under Section 7.

"Customer Deliverable" — a report or screen the Service generates for you that combines Customer Content, Output, BioQredyt intellectual property, and Third-Party Data. You receive a license to Customer Deliverables under Section 7; you do not thereby own the Output, BioQredyt intellectual property, or Third-Party Data within them.

"Third-Party Data" — data from third-party sources made available through the Service, as listed in the Third-Party Data Schedule (Section 10). "Licensed Data" is Third-Party Data subject to a third-party license restricting its use, display, redistribution, or retention.

"Model or Methodology" — BioQredyt's models, scoring methods, algorithms, weightings, and know-how, other than information BioQredyt expressly publishes in its model card.

"Documentation" — BioQredyt's user guides, model card, and specifications, as updated from time to time.

"Permitted Recipient" — a person with whom you may share a Customer Deliverable under Section 6: for any plan, your professional advisers, lenders, investors, project counterparties, corporate affiliates, and subcontractors, on a need-to-know basis for your project; and, for the Consultant model, additionally your named client for the engagement, that client's advisers, and governmental agencies for informal diligence.

"Service Data" — data we collect or generate about the configuration, performance, security, and use of the Service (logs, usage events). Service Data is generated to operate the Service and is not intended to include the substance of Customer Content; where logs or error reports incidentally contain identifiers or coordinates, we treat that incidental Customer Content as your Confidential Information.

"Confidential Information" — has the meaning in Section 20.

3. Eligibility, Authority, and Territory

3.1 You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and able to form a binding contract. The Service is for business and professional use only and is not directed to consumers acting for personal, family, or household purposes, or to children.

3.2 The Service is offered to users located in the United States. You represent that you are accessing and using it in the United States.

3.3 If you use the Service for an organization, you represent that you are authorized to bind it. "You" and "Customer" then mean that organization, which is responsible for its Authorized Users' compliance with these Terms.

4. Accounts and Security

4.1 You must provide accurate registration information and keep it current.

4.2 You are responsible for safeguarding your Account credentials and for activity under your Account, except to the extent unauthorized activity results from a failure of security controls for which BioQredyt is responsible under these Terms. You must not share credentials or permit use of your Account by anyone other than your Authorized Users. Notify us promptly at bioqredyt@gmail.com of suspected unauthorized use.

4.3 Accounts are individual. The Service does not currently provide team, seat, or administrator roles; if we add them, we will publish the applicable terms.

5. Nature of the Service; Pre-Feasibility Screening Only

This Section is a material part of these Terms.

5.1 BioQredyt is a pre-feasibility ecological risk screening tool that helps professionals generate a first-pass, preliminary screen of parcels or project boundaries before committing to field work, permitting review, surveys, deeper analysis, site design, mitigation planning, land acquisition, or development diligence. It supports early triage only.

5.2 The Service and all Output are preliminary and informational only. They do not, and are not intended to: (a) perform or replace measurement, reporting, and verification; (b) replace certified or professional field surveys; (c) replace wetland or stream delineation; (d) replace protected-, threatened-, or endangered-species surveys; (e) replace agency coordination or determinations; (f) replace legal, regulatory, engineering, surveying, or other professional review or advice; (g) provide a final habitat, wetland, species, or jurisdictional determination; (h) guarantee or predict any permitting, regulatory, or entitlement outcome; (i) certify or issue any biodiversity, conservation, carbon, or other credit; or (j) constitute professional advice.

5.3 Output is generated from modeled analysis of Third-Party Data that BioQredyt does not control and cannot guarantee, and which is incomplete, uncertain, and changes over time. The absence of a record, observation, or flag does not mean a species, habitat, wetland, regulated resource, or other condition is absent. Output identifies possible risk signals; a risk signal is not a confirmation of presence, and the absence of a risk signal is not a confirmation of absence.

5.4 Output supports, and does not replace, independent professional judgment and site-specific investigation. You agree not to rely on the Service or any Output as the sole basis for any decision, you are solely responsible for independently verifying Output, and you assume all risk of reliance.

5.5 Each Customer Deliverable presents, conspicuously: that it is a pre-feasibility screen; the data cutoff date; the model version; the categories of data sources used, with the attributions required by the Third-Party Data Schedule; the geographic coverage; material limitations identified by BioQredyt for that screen; confidence or uncertainty indicators; a false-positive and false-negative warning; a statement that it does not confirm the presence or absence of any condition; a recommended next professional step, stated conditionally; and a statement that it may not be represented as a delineation, survey, agency determination, or certification.

5.6 Neither Output nor any Customer Deliverable, nor any part of the Service interface (including maps, legends, tooltips, fields, badges, dashboards, and exports), will describe an ecological condition as "present," "absent," "compliant," "clear," "approved," "verified," or "permittable," except where it expressly reproduces a documented third-party or agency determination, identifies the source and its date, and states that BioQredyt does not confirm the determination remains current.

5.7 You will not submit Output or a Customer Deliverable — or any Output extracted from or incorporated into another document — as, or as part of, an official field report, permit application or exhibit, wetland or stream delineation, species-clearance letter, mitigation instrument, or regulatory certification, or otherwise for formal regulatory reliance. Informal pre-application or diligence discussion with an agency is not a formal submission.

5.8 BioQredyt does not act as, and does not represent that it or its personnel are, licensed or certified wetland delineators, soil scientists, engineers, surveyors, or other regulated professionals, and does not provide services requiring such a license.

5.9 Methodology. BioQredyt's methodology, including any composite score, is described in a versioned model card in the Documentation. BioQredyt represents only what the then-current model card accurately states about the data sources and methods actually used. No marketing description, and no statement outside the model card, is a representation about the data sources or methods used. Changes to the model card apply prospectively; the model card version applicable to a Customer Deliverable is identified in that deliverable.

6. License to Use the Service

6.1 Subject to these Terms and payment of any applicable fees, BioQredyt grants you a limited, non-exclusive, non-transferable, non-sublicensable license, terminable only as provided in these Terms, to access and use the Service and Documentation during the Term under the model for your plan.

6.2 Internal / Developer Use. You may use the Service and Output for your own internal business purposes, including internal land diligence, and may share Customer Deliverables with Permitted Recipients for your own project.

6.3 Consultant / Client-Engagement Use. Under a consultant plan, you may additionally use the Service and Output to perform services for your named clients, incorporate Output into your own client deliverables, and share the resulting Customer Deliverable with Permitted Recipients for that engagement.

6.4 Conditions. In all cases you must: (a) keep the Section 5 limitations, disclosures, confidence notes, and data attributions intact and visible; (b) not extract, redistribute, resell, or provide standalone access to raw Third-Party Data or Licensed Data; (c) not remove or alter attribution or proprietary notices; (d) not resell an unmodified BioQredyt report as a standalone product without material accompanying professional services, and not use the Service to operate a competing screening service; and (e) not present Output as a certified, final, or professional determination. Charging a client for an engagement that includes a screen is permitted; reselling unmodified reports as a product is not. Sharing a Customer Deliverable grants the recipient no license to the Service, the Model or Methodology, or underlying Third-Party Data, and does not make the recipient a third-party beneficiary (Section 7.3).

6.5 All rights not expressly granted are reserved by BioQredyt and its licensors.

7. Output and Customer Deliverables; Retained Reports; No Beneficiaries

7.1 Subject to these Terms and applicable Third-Party Data restrictions, BioQredyt grants you a license to use Output and Customer Deliverables for the purposes permitted by your plan (Section 6).

7.2 Retained reports. For any Customer Deliverable generated while your Account was in good standing, every use validly authorized under your plan when it was generated — including internal use and, for consultant plans, client-engagement and Permitted Recipient use — survives termination of platform access, subject to Section 6.4. You may also retain generated Customer Deliverables in your professional or business records for legal, insurance, dispute, or regulatory-recordkeeping purposes. Platform access, regeneration, and updates end on termination. BioQredyt will not retroactively require deletion of a lawfully generated Customer Deliverable except to the extent an upstream data license compels it, and will give you notice if that occurs.

7.3 Recipients of a Customer Deliverable are not intended third-party beneficiaries of these Terms, receive no warranty from BioQredyt, and must conduct their own independent verification. You are responsible for sharing you authorize.

8. Acceptable Use

8.1 You will not, and will not permit any Authorized User or third party to: (a) use the Service unlawfully or to infringe any rights; (b) submit Customer Content you lack the rights to submit; (c) copy, modify, or create derivative works of the Service, or reverse engineer or attempt to derive its source code, Model, or Methodology, except as applicable law permits notwithstanding this restriction — this clause (c) does not restrict your permitted use of Output or your creation of your own client deliverables incorporating Output under Section 6.3; (d) rent, resell, sublicense, or provide the Service to third parties except as your plan permits; (e) use the Service to build or benchmark a competing product; (f) circumvent usage limits, rate limits, or security, access the Service by automated means except through interfaces we authorize, or introduce malicious code; (g) interfere with the Service's integrity or performance; or (h) remove or obscure proprietary notices, disclaimers, or limitations.

8.2 Restricted data. The Service is designed for parcel and project geospatial information. You will not enter into the Service: personal government-issued identification numbers; payment card data; protected health information; biometric data; classified or export-controlled technical data; credentials or secrets; or sensitive personal information as defined by applicable law. This does not restrict ordinary parcel, permit, or project identifiers.

8.3 Sensitive species locations. You will not enter non-public precise locations of protected or sensitive species that you are not authorized to disclose. The Service is not intended to publish precise sensitive locations.

8.4 We may suspend Service access, as narrowly as practicable, if we reasonably determine your use poses a material security, legal, or operational risk or violates this Section, using commercially reasonable efforts to notify you and, where feasible, preserving your access to existing reports.

9. Customer Content and Data

9.1 Ownership. As between the parties, you own Customer Content. BioQredyt owns the Service, Output, Model or Methodology, and all related intellectual property (Section 11). Customer Deliverables are licensed to you under Section 7, not sold.

9.2 License to operate. You grant BioQredyt a worldwide, non-exclusive, royalty-free license to host, copy, store, process, transmit, format, and display Customer Content, and to disclose it to the service providers and data sources identified in our Privacy Policy and Third-Party Data Schedule, solely as reasonably necessary to provide, secure, and support the Service and generate Customer Deliverables for you.

9.3 Confidentiality of project data. We treat Customer Content, including parcel and project geometry, as your Confidential Information under Section 20, recognizing that a parcel screen can reveal contemplated acquisition, financing, mitigation, or development activity. You should be aware that generating a screen requires transmitting parcel coordinates to the third-party data services listed in the Third-Party Data Schedule, which is necessary to operate the Service.

9.4 Product improvement. We use Service Data and data we are legally and contractually authorized to use to operate, secure, analyze, and improve the Service. We do not use the substance of your Customer Content (your parcels, project boundaries, or project details) to develop or train our Model. If we ever offer an opt-in program to contribute generalized or aggregated project data, participation will be voluntary, separately consented, and withdrawable.

9.5 Security. We maintain the following safeguards: encryption in transit (TLS, with HSTS); encryption at rest provided by our infrastructure providers; passwords stored only as bcrypt hashes and never in plaintext; session tokens issued as signed JWTs in HttpOnly, Secure, SameSite=Strict cookies; hardened HTTP security headers (including Content-Security-Policy, X-Frame-Options, X-Content-Type-Options, Referrer-Policy, and Permissions-Policy); input sanitization and validation; rate limiting and request-size limits; row-level security enabled on our database tables; and usage checks that fail closed. No safeguards are perfect, and we do not guarantee the Service will be free from unauthorized access. We do not currently offer multi-factor authentication for user accounts.

9.6 Incident notification. If we determine that Customer Content or personal information within it was, or is reasonably believed to have been, subject to a breach of security leading to unauthorized access, acquisition, loss, alteration, or disclosure, we will notify you without unreasonable delay and consistent with applicable law. Unless otherwise agreed: we notify you; you control any notice to your own personnel or clients unless law requires us to notify directly; each party bears its legally allocated costs, subject to Section 18; and we provide reasonably available incident information and cooperation.

9.7 Export and deletion. You may request a copy of your Customer Content and generated Customer Deliverables at any time by emailing bioqredyt@gmail.com, and we will provide it within a reasonable period. On termination, we make your Customer Content available for export for 30 days, after which we delete active copies within 30 additional days, subject to legal retention and legal holds. Any copies persisting in our infrastructure providers' managed backups are deleted in accordance with those providers' backup retention cycles; we do not currently operate an independent backup system and do not guarantee a specific backup deletion date.

9.8 Data processing terms. Customer Content is primarily business and geospatial information rather than personal data. If your organization requires a data processing addendum covering any personal data we process on your behalf, contact bioqredyt@gmail.com and we will provide our then-current addendum for execution.

10. Third-Party Data

10.1 The Service incorporates Third-Party Data. The datasets we use, the licenses that govern them, the attributions required, and any restrictions that pass through to you are set out in our Third-Party Data Schedule, which is part of these Terms and available at bioqredyt.com/data or on request from bioqredyt@gmail.com. We curate that Schedule; you are not required to accept unrelated upstream website terms.

10.2 You will not, and will not permit any recipient to: use Third-Party Data beyond the scope BioQredyt is permitted to sublicense; extract, redistribute, resell, or provide standalone access to raw Third-Party Data; remove required attribution; or display data contrary to its license. Attributions required by the Schedule are reproduced in each Customer Deliverable and must be preserved.

10.3 Nothing in these Terms grants you rights in Third-Party Data beyond those BioQredyt is authorized to grant.

11. Intellectual Property

11.1 The Service, Documentation, software, Output, Model or Methodology, databases, interfaces, and designs, and all intellectual property rights in them, are owned by BioQredyt or its respective licensors. Except for the limited licenses in Sections 6 and 7, these Terms grant you no rights in them. Information BioQredyt expressly publishes in its model card is not Confidential Information, but the underlying implementation remains proprietary.

11.2 "BioQredyt" and its logos are BioQredyt's trademarks and may not be used without prior written consent.

12. Feedback

If you provide suggestions or feedback ("Feedback"), you grant BioQredyt a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose. Do not include Customer Content or Confidential Information in Feedback; Feedback excludes them.

13. Third-Party Services

The Service relies on third-party infrastructure and data services identified in our Privacy Policy and Third-Party Data Schedule. We remain responsible for our service providers' performance of our obligations as stated in these Terms; we are not responsible for third-party services you separately choose, and those services may carry their own terms.

14. Plans, Fees, and Automatic Renewal

14.1 Current status. The Service is currently offered at no charge under a limited free allowance. BioQredyt does not currently process payments. The remainder of this Section applies if and when you purchase a paid plan.

14.2 Plans and allowances. Screening allowances are per Account (not per seat) and reset per the period stated for your plan. The free allowance is 3 screens per calendar month. Paid plans, when available, provide the allowances stated on our pricing page at the time of purchase; an invitation-only partner allowance may also be offered. Fees are as presented at purchase.

14.3 At the limit; no overages. When you reach your allowance, further screens are blocked until your allowance resets. We do not charge overage fees. Unused allowance does not roll over.

14.4 Payment processing. When paid plans launch, payments will be processed by a third-party payment processor identified at checkout. We will not store full payment card numbers.

14.5 Automatic renewal — affirmative consent. If a plan renews automatically, then before you complete your order and become obligated, we will present, clearly and conspicuously and immediately next to the consent control (not by link alone): the renewal price, the renewal frequency, that the plan renews until cancelled, the deadline and method to cancel, and that fees are non-refundable except as required by law. A subscription renews automatically only if you give separate, un-prechecked affirmative consent to automatic renewal at checkout.

14.6 Acknowledgment and reminders. After purchase we will send a retainable acknowledgment by email stating the plan, price, renewal date, cancellation instructions, the Terms version, and a receipt. For annual plans, we will send an advance renewal reminder 30 days before each renewal, stating the renewal price and the cancellation deadline and method.

14.7 Cancellation. You may cancel at any time through your Account or by any method by which you could subscribe, without contacting a live or virtual agent unless subscribing required one. Cancellation stops future renewals and takes effect at the end of the current paid period; you keep access through that period. Cancelling renewal is separate from closing your Account.

14.8 Price changes. We may change fees effective only on your next renewal, on at least 30 days' notice, coordinated with the renewal reminder. We will not change the price for a period you have already paid.

14.9 Billing disputes. To dispute a charge, contact bioqredyt@gmail.com within 60 days. This is a request for prompt notice and does not waive your statutory, card-network, or other legal rights.

14.10 Taxes. Fees exclude taxes; you are responsible for applicable sales, use, and similar taxes, excluding taxes on BioQredyt's net income. We honor valid tax-exemption certificates provided in advance.

15. Refunds

Except as required by law, stated in an order form, or provided in Section 16.4, fees are non-refundable, and we do not provide refunds or credits for partial periods, unused allowance, or downgrades.

16. Term, Suspension, and Termination

16.1 These Terms apply from your acceptance and continue until terminated or until all subscriptions expire or terminate (the "Term").

16.2 You may stop using the Service, cancel any subscription, and close your Account at any time. Closing your Account ends access and starts the export and deletion process in Section 9.7.

16.3 We may suspend or terminate for material uncured breach (after 10 days' notice, if curable), non-payment, legal requirement, or a specific material security, legal, or operational risk, and may discontinue the Service on reasonable notice.

16.4 If we terminate a paid plan for our convenience or permanently discontinue the Service, we refund the pro-rata portion of prepaid fees for the unused period. If a force-majeure event prevents the Service for more than 30 consecutive days, either party may terminate and you receive a pro-rata refund of prepaid, unused fees.

16.5 Survival. On termination, your right to access the Service ends. Sections 2, 5, 6.4, 7.2, 7.3, 8.2–8.3, 9.1, 9.2 (solely as necessary to export and delete Customer Content), 9.3, 9.4, 9.5, 9.6–9.8, 10, 11, 12, 13, 15, 17, 18, 19, 20, 21, 22, and 24–29, and accrued payment obligations, survive.

17. Disclaimer of Warranties

17.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, OUTPUT, AND CUSTOMER DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS.

17.2 TO THE EXTENT PERMITTED BY LAW, BIOQREDYT DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF COMPUTER PROGRAMS, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR QUALITY OF INFORMATIONAL CONTENT, ANY WARRANTY ARISING FROM A RELATIONSHIP OF RELIANCE, AND, TO THE EXTENT AND IN THE MANNER PERMITTED BY LAW, THE WARRANTIES OF NON-INFRINGEMENT AND AGAINST INTERFERENCE. BIOQREDYT DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR SECURE.

17.3 As described in Section 5, the Service is a pre-feasibility screening tool based on modeled analysis of Third-Party Data and must not be relied on as a substitute for professional judgment, field investigation, or agency review.

17.4 Any description, sample, or demonstration of the Service illustrates it generally and is qualified by the limitations stated in these Terms, the model card, and each Customer Deliverable. To the extent any statement is an express warranty, it is limited by those stated limitations. Some jurisdictions do not allow certain exclusions, so some may not apply to you.

18. Limitation of Liability

18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (AND, FOR BIOQREDYT, ITS MEMBERS, MANAGERS, PERSONNEL, LICENSORS, AND SUPPLIERS) WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES ARISING FROM LAND, ACQUISITION, PERMITTING, DESIGN, MITIGATION, DEVELOPMENT, OR INVESTMENT DECISIONS, HOWEVER CAUSED. DIRECT DAMAGES REMAIN SUBJECT TO THE CAP IN SECTION 18.2.

18.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID BIOQREDYT IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

18.3 Exclusions. The exclusion in 18.1 and the cap in 18.2 do not apply to: (a) your obligation to pay fees; (b) your indemnification obligations under Section 19; (c) your knowing or willful breach of Section 6 (license scope), Section 8 (acceptable use and restricted data), Section 10 (Third-Party Data), Section 11 (intellectual property), or Section 20 (confidentiality); (d) either party's liability for fraud, willful misconduct, or gross negligence; or (e) liability that cannot be limited under applicable law. Nothing in this Section limits a court's or arbitrator's authority to grant injunctive or equitable relief.

18.4 These limitations reflect an agreed allocation of risk and apply even if a remedy fails of its essential purpose. A negotiated order form may set different caps. Some jurisdictions do not allow certain limitations, so some may not apply.

19. Indemnification

19.1 You will defend and indemnify BioQredyt and its members, managers, and personnel against third-party claims, and resulting damages and reasonable costs, to the extent arising from: (a) Customer Content that infringes or violates a third party's rights or any law; (b) your material breach of these Terms; (c) your use of the Service or Output in violation of Section 5, 6, or 8 or applicable law; or (d) your or a recipient's unauthorized representation of Output (for example, as a certification or agency determination).

19.2 We will promptly notify you of the claim, give you control of its defense and settlement (no settlement may impose a non-monetary obligation or admission on BioQredyt without its consent), and cooperate at your expense. We may participate with our own counsel at our expense. If we reasonably determine a conflict of interest requires separate counsel for BioQredyt, we may engage it and you will reimburse its reasonable, necessary fees for the covered claim. If you fail to assume the defense promptly, we may defend and you will reimburse reasonable costs for the covered claim.

20. Confidentiality

20.1 "Confidential Information" means non-public information disclosed by a party that is marked or reasonably understood to be confidential, including Customer Content and project geometry, order-form terms and pricing, and BioQredyt's non-public Model or Methodology, technology, and roadmap. It excludes information that is or becomes public without fault, was known without restriction before disclosure, is rightfully received from a third party, is independently developed without use of the Confidential Information, or is expressly published by BioQredyt (such as designated model-card content).

20.2 The receiving party will use Confidential Information only to exercise rights and perform obligations under these Terms, protect it with at least reasonable care, and disclose it only to personnel, contractors, and advisers who need to know and are bound by comparable obligations, and to service providers bound to use it only to provide services to or on behalf of the receiving party. Transmission of parcel coordinates to the data services in the Third-Party Data Schedule, as necessary to generate Output, is a permitted use.

20.3 A party may disclose Confidential Information as legally required, giving reasonable prior notice where permitted. On termination, each party will, on request, return or destroy the other's Confidential Information, subject to routine backups, legal and insurance recordkeeping, and legal retention. This does not require you to destroy Customer Deliverables you may retain under Section 7.2, which remain subject to their use restrictions.

20.4 Confidentiality obligations apply during the Term and for 3 years afterward; for Customer Content and project data, for 5 years; and for trade secrets, for as long as the information remains a trade secret.

21. Assumption of Risk

You acknowledge that ecological, geospatial, and regulatory conditions are uncertain and that use of the Service involves risk, and you accept responsibility for your decisions based on the Service and Output, consistent with Sections 5, 17, and 18.

22. Governing Law; Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ CAREFULLY. THIS AFFECTS YOUR RIGHT TO SUE IN COURT AND TO A JURY TRIAL. It is presented conspicuously at registration and your acceptance is recorded under Section 1.5.

22.1 Governing law. These Terms and any dispute relating to them or the Service are governed by the laws of the Commonwealth of Virginia (and, where applicable, the Federal Arbitration Act and U.S. federal law), without regard to conflict-of-laws rules. Subject to this Section, the exclusive venue for disputes not subject to arbitration is the state courts of Loudoun County, Virginia, or the U.S. District Court for the Eastern District of Virginia, Alexandria Division, and each party consents to personal jurisdiction there.

22.2 Informal resolution. Before a formal proceeding, the parties will try to resolve the dispute informally for at least 30 days after written notice.

22.3 Binding arbitration. Except as below, disputes not resolved informally will be resolved by final, binding arbitration administered by the American Arbitration Association (AAA) under the AAA rules the AAA determines applicable to the dispute (its Commercial Arbitration Rules for commercial disputes, or its consumer rules and fee schedules where a party qualifies as a consumer under those rules), before a single arbitrator. The seat is Loudoun County, Virginia; hearings may be held at a mutually convenient location or by videoconference, consistent with the applicable AAA due-process standards. Judgment on the award may be entered in any court of competent jurisdiction. Arbitration fees are governed by the applicable AAA rules.

22.4 Class action waiver. Claims may be brought only individually, not as a plaintiff or class member in a class or representative proceeding, and the arbitrator may not consolidate claims or preside over a class proceeding. If this waiver is held unenforceable as to a claim, that claim proceeds in court under Section 22.1, not in class arbitration, and the rest of this Section still applies to other claims.

22.5 Who decides. The arbitrator decides the merits; a court of competent jurisdiction decides the validity and scope of this Section 22 and the enforceability of the class waiver.

22.6 Exceptions. Either party may bring an individual claim in small-claims court or seek injunctive or equitable relief to protect its intellectual property or Confidential Information. Nothing here waives a non-waivable right.

22.7 Opt-out. You may opt out of arbitration within 30 days of first accepting these Terms by written notice to bioqredyt@gmail.com with the subject line "Arbitration Opt-Out"; we log opt-outs. If you opt out, Section 22.1 governs.

23. Changes to the Service and to These Terms

We may modify the Service. We may amend these Terms prospectively; for material changes (including to arbitration, fees, data use, or liability), we give advance direct notice by email, and the change takes effect on the stated future date. Where required by law or the nature of the change, a renewed affirmative acceptance is required to continue using the Service. Changes to Section 22 (arbitration) do not apply to disputes arising before their effective date. If we make a material change during a prepaid period that you reject, you may terminate and receive a pro-rata refund of prepaid, unused fees. Non-material changes may take effect on posting.

24. Limitation of Claims

To the extent permitted by applicable law, any claim arising out of these Terms or the Service must be commenced within one year after the claim accrues, except for claims for non-payment or claims whose limitation period applicable law does not permit to be shortened.

25. Notices

We may give operational notices by in-Service posting or by email to your Account address, and will give material legal, renewal, security, termination, and dispute notices by direct email. You send notices to bioqredyt@gmail.com or to BioQredyt LLC, 42841 Creek View Plaza, Ashburn, VA 20147. Email notice is effective when delivered without a delivery failure; if it fails, we will use another reasonable method. Keep your Account email current.

26. Force Majeure

Neither party is liable for delay or failure (other than payment obligations already accrued) caused by events beyond its reasonable control, provided it uses commercially reasonable efforts to mitigate and promptly notifies the other party. Section 16.4 provides a termination right for prolonged events.

27. Assignment

You may not assign these Terms without our prior written consent, except to an affiliate or to a successor in a merger or sale of all or substantially all of your assets that is not a competitor of BioQredyt, with notice to us. We may assign these Terms to a successor in a merger or sale of assets. Any prohibited assignment is void.

28. General

28.1 The parties are independent contractors; these Terms create no partnership, joint venture, agency, fiduciary, or employment relationship.

28.2 If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. Failure to enforce a provision is not a waiver.

28.3 These Terms, together with the Third-Party Data Schedule and any order form or signed agreement referencing them, are the entire agreement regarding the Service and supersede prior understandings. The Privacy Policy is referenced as our information-practices notice and is not part of the contractual warranties.

28.4 Order of precedence (by subject). For a given subject, the more specific document controls: an executed order form governs plan, price, quantities, and term; an executed data processing addendum governs processing of personal data; these Terms govern all other matters; the Third-Party Data Schedule governs data-license restrictions and attributions; the Documentation and model card describe product operation and methodology but do not override the legal limitations in these Terms; and the Privacy Policy is a notice of information practices.

29. Export Compliance and Sanctions

You may not use the Service where prohibited by applicable U.S. sanctions or export-control laws, or if you are a person or entity blocked under, or located in a region subject to, comprehensive U.S. sanctions.

30. Contact Us

BioQredyt LLC
42841 Creek View Plaza, Ashburn, VA 20147
bioqredyt@gmail.com