VALENCE LABS TERMS OF USE

Last updated: October 13, 2023

The following terms of use, together with any additional terms that expressly incorporated by reference herein (collectively, the “Terms of Use”) govern your access to and use of: (a) the Valence Portal (defined below) available at or through https://portal.valencelabs.com/ (the “Valence Portal”); (b) any text, pictures, designs, images, videos, illustrations, music, sound, articles, publications, media, data, information, materials, and any other electronic or digital content (collectively, the “Content”) contained on or provided through the Valence Portal, excluding your User Data (as defined below) and User Submissions (as defined below); and (c) all other products or services provided by us to you, on or through the Valence Portal (collectively, the “Valence Solution”). 

These Terms of Use form an agreement between Valence Discovery Inc., the company operating under the name of Valence Labs, a wholly owned subsidiary of Recursion Pharmaceuticals Inc., and its affiliated company Recursion Canada Inc. (“Valence”, “us”, “we”, “our”) and you. The term “User” refers to the person or entity browsing, installing, downloading, accessing, or otherwise using the Valence Solution and who has a User ID (“use” or “using” in these Terms of Use will mean any of the foregoing). The term “Visitors” refer to any unregistered users that uses the Valence Solution. These Terms of Use applies to both Users and Visitors. The term “you” or “your” means User and Visitor using the Valence Solution.

BY USING THE VALENCE SOLUTION IN ANY WAY OR BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE VALENCE SOLUTION IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS OR USE THE VALENCE SOLUTION.

IF YOU RESIDE IN THE PROVINCE OF QUÉBEC, YOU ACKNOWLEDGE THAT THESE TERMS ARE AVAILABLE AND HAVE FIRST BEEN PROVIDED TO YOU IN FRENCH BUT THAT YOU HAVE EXPRESSLY AGREED FOR THESE TERMS TO BE CONCLUDED IN ENGLISH.  VOUS RECONNAISSEZ QUE LES PRÉSENTES CONDITIONS D’UTILISATION SONT DISPONIBLES ET VOUS ONT D’ABORD ÉTÉ PRÉSENTÉES EN FRANÇAIS MAIS QUE VOUS AVEZ EXPRESSÉMENT ACCEPTÉ QUE LES PRÉSENTES CONDITIONS SOIENT CONCLUES EN ANGLAIS.

IF YOU ARE USING THE VALENCE SOLUTION ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any other products, applications, or services that we provide.

1. Changes to these Terms of Use and the Valence Solution

   1. Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Use (as provided in this Section 1) and Privacy Policy (as provided in such Privacy Policy), at any time. When we change these Terms of Use, we will: (i) place a notice on the Valence Portal, send you an email, or notify you by some other means as required by applicable law; (ii) post a new version of the Terms of Use to the Valence Portal; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Valence Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Valence Solution. Your rights to terminate these Terms of Use are set out in Section 16. Otherwise, your continued access to or use of the Valence Solution after any changes to these Terms of Use indicates your acceptance of such changes.  

   2. We reserve the right to change the Valence Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the Valence Solution or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; (iii) to address any emergency security concerns; or (iv) if required to do so by a regulatory authority or as a result of a change in applicable law. You may need to update third-party software from time to time in order to use the Valence Solution.

2. User ID; Account and Premium Services

1. To access certain features of the Valence Solution, you may be required to successfully sign up for a user account using the available interfaces of the services either by (i) establishing a username and password login credentials (the “Username”); or (ii) using the same sign-on credentials established for other third party applications and websites such as Google or Slack (“SSO Credentials” and together with Username, the “User ID”). If you establish a Username, you will keep your Username secure and will not grant access to or otherwise share your Username with any other person.  You must provide us with true, accurate, current and complete information for your Username. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Valence Solution.  
   

2. We reserve the right to disable any account or User ID on the Valence Solution at any time in our sole discretion. If we disable access to an account or User ID, you may be prevented from accessing the Valence Solution (or any portion thereof).
   

3. Valence is entitled to act on instructions received through your account. Valence is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all actions and activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Valence Solution and your account, including without limitation terminating your account, changing your password, or requesting additional information for actions undertaken on your account.  You agree to be responsible for any act or omission of any users that access the Valence Solution under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.

4. Electronic Communications

1. When you use or view the Valence Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, by text message or by posting notices on the Valence Solution. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

2. If you elect to receive text messages through the Valence Solution, standard data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Valence Solution.

3. By creating an account to access the Valence Solution, you acknowledge and agree that Valence may send you service-related e-mails and text messages relating to your account, including service updates. These communications can be managed through user features made available through the Valence Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Valence Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent.   Please keep us informed of any changes in your email, telephone number or contact information so that you continue to receive all communications without interruption. 

4. User Data, User Submissions, and Privacy

1. You grant to us and our affiliates and service providers, and each of our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, use, reproduce, host, transmit, and disclose any data, information, records or files that you load, transmit to or enter into, or that we collect from your access or use of the Valence Solution or that you otherwise make available to Valence, including through a third party service or technology, excluding any User Submissions for which subsection (c) below will apply (collectively, “User Data”): (i) to develop, enhance and make available the Valence Solution; and [(ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.]

2. As a Visitor or User of our Valence Solution the Handling information about identifiable individuals (“Personal Information”) is as described in and in compliance with our Privacy Policy, found at https://www.valencelabs.com/privacy-policy (“Privacy Policy”). The term “Handle” means to access, receive, collect, use, transmit, store, process, record, disclose, transfer, retain, dispose of, destroy, manage or otherwise handle.

3. When you as a user post or publish Content that you upload, post, e-mail, or transmit to the Valence Solution or otherwise make available to Valence, including through a third party service or technology (“User Submission”), you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, and otherwise disclose to third parties, the User Submission (in whole or in part) on the Valence Solution or to incorporate it in other works in any form, media or technology now known or later developed, throughout the world without compensation to you, for the full term of any worldwide intellectual property right, including moral rights, that may exist in the User Submission. You further waive any moral rights or other rights of authorship as a condition of uploading, posting, e-mailing, or transmitting to the Valence Solution or otherwise providing to Valence, any of the User Submission. Our Valence Solution allow messaging and sharing of information in many ways, such as your profile, articles, group posts, links to news articles, blogs and messages. Information, User Data and User Submissions that you share or post may be seen by other users, Visitors or others (including off of the Valence Portal). You grant to each user or Visitor of the Valence Solution a non-exclusive, irrevocable, royalty free, fully paid up, perpetual license to access, view, copy and use your User Submission and your User Data through the Valence Solution. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and fully sublicensable right (including any moral rights) and license to: (i) use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submission including after your termination of your account or the Valence Solution; and (ii) to  create, produce or generate Aggregated Data. We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.]

4. We reserve the right to remove, edit, limit, or block access to the User Data and the User Submission at any time and from time to time, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use. We have no obligation to display or review your User Data or the User Submission. 

5. You understand and agree that you, and not Valence, are fully responsible for all of the User Submission, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. Valence is not responsible or legally liable to any third party for the content or accuracy of any of the User Submission or such content uploaded, posted, e-mailed, or transmitted to the Valence Solution or otherwise made available to Valence by any other user.

6. You represent and warrant to us that: (i) your User Data and the User Submission will only contain your own Personal Information or Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Valence Solution and Handle the User Data and the User Submission as contemplated under these Terms of Use;  (ii) you own or control the appropriate rights in and to your User Data and the User Submission, including any intellectual property owned by third parties and including the right to grant the licenses to the User Submission contained herein; and (iii) you will not submit, upload, or otherwise make available via the Valence Solution, any User Data or User Submission that: (A) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (B) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (C) breach or violate any applicable laws or these Terms of Use. 

5. App Updates and Upgrades

You acknowledge that Valence may from time to time issue updated or upgraded versions of the Valence Solution, and may automatically electronically update or upgrade the version of the Valence Solution that you are then currently using on your browser. You consent to receive updates or upgrades to the Valence Solution automatically without providing further consent each time. The Valence Solution (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the Valence Solution description or through new features as they are introduced, and to record usage metrics; and (ii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Valence Solution works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time under certain conditions by contacting us at veronique@valencediscovery.com

6. Ownership of and License to the Valence Solution

1. Neither these Terms of Use nor your use of the Valence Solution grants you ownership in the Valence Solution. These Terms of Use do not grant you any right to use any Content, including Valence’s trademarks, graphics, logos and other commercial symbols or brand elements.  All right, title and interest, including intellectual property rights, in and to the Valence Solution, including any updates, adaptations, translations, customizations or derivative works thereof, will remain the sole property of Valence (or our third-party suppliers or our licensors, if applicable). Subject to these Terms of Use, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license and right during the Term to use the Valence Solution. The Valence Solution and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved by Valence. 

2. Certain elements of the Valence Solution are protected by copyright.  You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Valence Solution or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.

3. Any use of third party software provided in connection with the Valence Solution will be governed by such third parties’ licenses and not by these Terms of Use.

4. Any trademarks, graphics, logos or other commercial symbols appearing in or on the Valence Solution are the exclusive property of Valence (or its third-party suppliers or licensors) and may not be used in any manner without our express written consent. 

7. Your Responsibilities

You will not use the Valence Solution in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Valence Solution for any purpose other than to access and use the Valence Solution. Other than as expressly permitted by these Terms of Use and without limiting the generality of the foregoing, by accessing or using the Valence Solution, you will: (a) use reasonable efforts to prevent unauthorized access to or use of the Valence Solution; (b) promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account or User ID, including any loss, theft, or unauthorized disclosure or use of your User ID or account; (c) not, and will not permit anyone else to: (i) sub-license, sell, rent, lend, lease or distribute the Valence Solution or any intellectual property rights therein or otherwise make the Valence Solution available to others; (ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Valence Solution (e.g., a denial of service attack), including by accessing or using the Valence Solution to permit timesharing, service bureau use or to commercially exploit the Valence Solution; (iii) use or access the Valence Solution in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Valence Solution or for any purpose or in any manner not expressly permitted in these Terms of Use; (iv) use the Valence Solution to create, collect, transmit, store, use or process any User Data or User Submissions: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, transmit, store, use or process; (C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (D) that is false, inaccurate, intentionally misleading, or impersonates any other person; (E) that is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory in any way or is otherwise objectionable, such determination to be made in Valence’s sole discretion; or (F) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) attempt to gain unauthorized access to the Valence Solution, or bypass any measures we may use to prevent or restrict access to the Valence Solution, including by performing any vulnerability, penetration or similar testing of the Valence Solution; (vi) modify, reverse engineer, reverse assemble, disassemble, or decompile the Valence Solution (any part thereof) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Valence Solution; (vii) access or use the Valence Solution for the purpose of building a similar or competitive product or service; (viii) violate the terms of use of any third party website that is linked to the Valence Solution; (ix) remove or obscure any proprietary notices or labels on the Valence Solution, including brand, copyright, trademark and patent or patent pending notices; or (x) use any unauthorized bots, robot, spider, scraper or other automated means to access the Valence Solution or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Valence Solution; (xi) frame or mirror any content forming part of the Valence Solution; or (xii) encourage or engage in any other conduct that restricts or inhibits any other user’s access or use of the Valence Solution, or which, as determined by us, may harm the Valence Solution or users of the Valence Solution or expose them to liability.

8. Communications

   1. You are solely responsible for your interactions with other users of the Valence Solution, including any communications that you exchange through the Valence Solution communication features. Valence reserves the right, but has no obligation, to review disputes between you and other Valence Solution users, including the right to review messages exchanged through the Valence Solution communication features, based on any reports that Valence receives alleging the violation of these Terms of Use. 

   2. Though we strive to enforce the Terms of Use above with all of our users, you may be exposed through the Valence Solution to Content that violates our policies or is otherwise offensive. You access to the Valence Solution at your own risk. We may, but are not obligated to, remove Content from the Valence Solution for any reason, including if we determine or suspect that such Content violates these Terms of Use. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Valence Solution whether it violates our content policies or not. To the fullest extent permitted by applicable law, you hereby release us from all liability for you having acquired or not acquired Content through the Valence Solution.

9. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Valence Solution. We do not guarantee the security of data transmitted over the internet or public networks in connection with your use of the Valence Solution. 

10. Feedback

You agree that any suggestion, feedback or idea provided by you (collectively, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use or otherwise will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Valence Solution or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. 

11. Third Party Content, Websites or Services

    1. The Valence Solution may provide or publish links or access to third party content, websites, or services, or you may be required to use a third party website or service to submit your User Submissions or User Data. We may also allow you to access the Valence Solution from third party systems. Valence does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third party content, websites, or services are the property of their respective owners. Valence does not endorse any third party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under Valence’s control, and if you choose to access any such content, websites, or services, submit your User Submissions, User Data or access the Valence Solution from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

    2. Your interactions with organizations or individuals found on or through the Valence, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law Valence is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

12. Malicious Code and Security

The downloading and viewing of Content is done at your own risk. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system or mobile device that may be necessary as a result of your use of the Valence Solution.

13. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, THE VALENCE SOLUTION AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE VALENCE SOLUTION IS AT YOUR OWN RISK. THE VALENCE SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE ARE MAKING NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WITH RESPECT TO THE VALENCE SOLUTION, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR THAT THE SITE OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE VALENCE SOLUTION OR USED BY YOU IN CONNECTION WITH THE VALENCE SOLUTION, INCLUDING ANY THIRD-PARTY WEBSITE OR SERVICE YOU MAY USE TO SUBMIT YOUR USER SUBMISSIONS. VALENCE DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE VALENCE SOLUTION INCLUDING BUT NOT LIMITED TO THE CONTENT.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS, OR ANY SUCCESSORS OR ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH VALENCE, THE “VALENCE PARTIES”) BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF USE, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY OF VALENCE PARTIES IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, THE VALENCE SOLUTION, EXCEED CA $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL OUR LICENSORS OR OUR THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF USE.

15. Indemnification

You will defend, indemnify and hold harmless the Valence Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms of Use or your use of the Valence Solution; or (b) your User Data or your User Submissions. Valence reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences.

16. Term and Termination

    1. These Terms of Use will commence on the day you first use the Valence Solution and will remain in effect until terminated by either Valence or you in accordance with the provisions of these Terms of Use (the “Term”). 

    2. Termination. We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Valence Solution. You may terminate these Terms of Use at any time and with immediate effect by requesting by email at veronique@valencediscovery.comthat your User ID be deleted or by ceasing use of the Valence Solution. Furthermore, you are able to terminate your account using your profile access and going to “Account Settings” and selecting “Delete Account” followed by choosing “Confirm Deletion.”  Please note, this process will remove you from Valence Solution, but may not delete certain prior public postings you have made using the Valence Solution.

    3. Notwithstanding Section 16(b), if you continue to use any portion of the Valence Solution that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. 

17. General Provisions

    1. Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Valence Solution, notwithstanding your domicile, residency or physical location. The Valence Solution is intended for use only in jurisdictions where it may lawfully be offered for use and you will only use the Valence Solution in jurisdictions where the Valence Solution may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts located in the district of Montréal, Quebec, Canada in all disputes arising out of or relating to the use of the Valence Solution. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.  This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. 

    2. Entire Agreement. These Terms of Use, including all terms and conditions incorporated by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Valence Solution. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

    3. Survival. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections (4) (User Data, User Submissions, and Privacy), 6 (Ownership of the Valence Solution), 8 (Communications), 9 (Communications Not Confidential), 11 (Third Party Content, Websites or Services) 12 (Malicious Code and Security), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), and 17 (General Provisions). 

    4. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

    5. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect. 

    6. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

    7. Dispute Resolution. If you believe that Valence has not adhered to these Terms of Use, please contact Valence using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

18. Contact

If you have any questions or comments regarding these Terms of Use, please contact us at veronique@valencediscovery.com.