Terms of Use

TL;DR: Use Smarts.bio responsibly, keep your login secure, respect others, and remember: your research data is yours — we won't sell it or use it for public AI training.

1. Welcome

Welcome to Smarts.bio ("we," "us," or "our"). These Terms of Use ("Terms") govern your access and use of our platform and services (the "Service"). By using the Service, you agree to these Terms. If you don't agree, please don't use the Service.

These Terms are a binding legal agreement—please read carefully.

2. Who Can Use Smarts.bio

• Must be 18+ to use directly
• Supervised minors (13–17) may use the Service under institutional accounts
• You confirm you have the legal capacity to enter into these Terms
• You are responsible for complying with all applicable laws when using the Service
• The Service cannot be used in countries under U.S. trade sanctions or export restrictions (see Section 13A)

TL;DR: If you're under 18, use through a supervised institutional account. Follow the law.

2A. Institutional Accounts

Institutional accounts include:

• Teams with 6 or more users (including aggregated accounts per Section 3A)
• Universities, research centers, or government institutions
• Organizations requiring custom compliance, security, or legal terms
• Any account we designate as "institutional" based on usage or requirements

For institutional accounts:

• These Terms apply unless superseded by a written Master Services Agreement (MSA) or Data Processing Agreement (DPA) between Smarts.bio and your institution
• In case of conflict: Institutional Agreement > These Terms > Privacy Policy
• Institutional administrators may have access to user data and activity as specified in institutional agreements
• Institutions are responsible for ensuring user compliance with these Terms
• Some provisions (liability caps, arbitration, indemnification) may be modified in institutional agreements

Contact enterprise@smarts.bio for institutional terms.

TL;DR: 6+ user teams or organizations with special requirements need custom agreements that may override these Terms.

3. Your Account

Account Security:

• Keep login credentials confidential
• Use a strong, unique password and enable MFA
• Notify us at security@smarts.bio if unauthorized access is suspected
• You are responsible for all activity under your account

Account Information:

• Provide accurate information; update promptly if it changes
• No impersonation or multiple free accounts to bypass limits

TL;DR: Protect your account; keep info accurate; one person = one account.

3A. Organizational Use & Account Aggregation

Detection of Organizational Use:

If we determine that multiple individual accounts are being used by members of the same organization, we may:

• Require conversion to an institutional account
• Aggregate accounts for purposes of user count thresholds
• Suspend accounts pending execution of institutional agreement

Indicators of organizational use include (but are not limited to):

• Multiple accounts registered with email addresses from the same domain
• Accounts sharing similar research projects, data, or collaborations
• Accounts with payment methods from the same organization
• Self-identification as members of the same institution or company
• IP addresses or access patterns indicating centralized use

Required Institutional Agreements:

If aggregated accounts total 6 or more users from the same organization:

• We may require execution of a Master Services Agreement (MSA) or Data Processing Agreement (DPA)
• Individual Terms may be superseded by institutional terms
• We reserve the right to suspend service until institutional agreement is executed
• Institutional pricing and liability terms will apply retroactively from the date we notify you of the requirement

Account Consolidation:

Upon request or requirement, individual organizational accounts must be consolidated under institutional administration. Failure to comply within 30 days of notice may result in account suspension.

Good Faith Exception:

This section does not apply to:

• Independent researchers at the same institution working on unrelated projects
• Students or trainees using the service for personal educational purposes
• Casual collaborations between researchers at different institutions

Audit Rights:

We reserve the right to request verification of organizational affiliation and user count. Organizations must respond to reasonable audit requests within 15 days. Failure to comply or misrepresentation of organizational use constitutes material breach.

If you are part of an organization with multiple users, contact enterprise@smarts.bio to establish appropriate terms before widespread adoption.

TL;DR: If your organization has 6+ users, we may require an institutional agreement. Don't try to bypass enterprise terms by having everyone sign up individually.

4. Your Content & Research Data

Ownership:

• You retain full ownership of your data, research files, and uploaded content

License to Smarts.bio:

You grant us a limited, non-exclusive, worldwide license to:

• Store, process, and analyze your content to provide the Service
• Display content back to you or collaborators
• Create backups for disaster recovery
• Use aggregated, anonymized data to improve the Service (identifiers removed)

This license ends when you delete your content or close your account (subject to Privacy Policy backup retention).

Our Commitments:

• We do not sell, share, or license your research data
• We do not use your research data or personally identifiable chat content to train public AI models
• We implement security measures to protect your data (see Section 8)

Specific AI Training Limitations:

• We do NOT use your research files, uploaded sequences, or analysis results to train, fine-tune, or improve any AI models (public or private) in a way that could allow reconstruction or inference of your specific data
• We MAY use aggregated system performance data (e.g., "X% of protein folding analyses completed in under 5 minutes") to improve response times and infrastructure
• We MAY use anonymized query patterns (e.g., "users frequently ask for phylogenetic trees after BLAST searches") to improve agent workflow suggestions, provided such patterns cannot be traced to specific users or research projects
• For genomic/proteomic data: We acknowledge that genomic data can potentially be re-identified. We do NOT include any genomic sequences, variants, or patient-level biological data in any model training, even in anonymized form
• Third-party AI models (e.g., Claude, GPT) process your queries in real-time but do NOT retain or train on your data per our agreements with providers

Your Responsibilities:

• You must have rights to upload and share content
• Comply with institutional policies, IRB requirements, and ethics committees
• Do not upload data that:
  • Violates privacy laws (HIPAA, GDPR) without authorization
  • Infringes third-party IP
  • Violates export controls
  • Contains malware or illegal content

TL;DR: Your data is yours. We store and analyze it to provide the Service, but never sell it or use it for public AI. Genomic data is never used for model training.

5. How You Can & Cannot Use Smarts.bio

Permitted Uses:

• Upload research files and use AI agents for bioinformatics insights
• Collaborate with others (with consent)
• Provide feedback or support requests
• Use Service for legitimate research, educational, or commercial purposes
• Export your data/results in supported formats

Prohibited Uses:

• Upload illegal, harmful, or infringing content
• Violate IP or privacy laws
• Reverse engineer or attempt unauthorized access
• Interfere with Service operation or introduce malware
• Spam, phishing, scrape, or harvest data
• Resell or sublicense the Service
• Develop competing products/services
• Circumvent usage limits, security measures, or export laws
• Circumvent institutional account requirements by registering multiple individual accounts from the same organization
• Coordinate organizational use without appropriate institutional agreements
• Misrepresent organizational affiliation to avoid enterprise terms
• Generate or spread misinformation, especially on health/public safety

TL;DR: Use the Service for legitimate research; follow laws and rules; don't harm the platform or others.

5A. Academic & Research Use

• Citations: Acknowledgment in publications is appreciated but not required
• Institutional Accounts: Administrators may enforce additional rules
• Grant Compliance: Ensure research use complies with grant, institutional, and ethics requirements

TL;DR: Academic users: cite if you want; follow institutional and grant rules.

6. Third-Party Services & Integrations

• Service may link to tools/databases like AWS, NCBI, UniProt, Google Analytics, Mixpanel
• Data sharing with third parties follows our Privacy Policy and their agreements
• We are not responsible for third-party policies, accuracy, or availability

TL;DR: Third-party tools may access data as needed; review their privacy policies.

6A. Intellectual Property

• Platform: We own all software, algorithms, AI models, interface design, documentation, and trademarks
• Your Content: You retain all rights to uploaded data
• AI-Generated Content: You own outputs from your data; we may use aggregated insights for improvement
• Feedback: We can use suggestions without compensation
• Restrictions: Don't remove notices, claim ownership, or use our trademarks without permission

TL;DR: You own your data; we own the platform.

7. Fees & Payment

• Free and paid plans at smarts.bio/pricing
• Subscriptions auto-renew unless canceled before renewal date
• Fees billed in advance; taxes are your responsibility
• Failed payments may result in suspension after 7 days notice

Refunds (non-refundable except):

• Within 7 days of first subscription purchase (first-time only)
• Service discontinued with <30 days notice (pro-rata refund)
• Technical outages preventing access for >72 consecutive hours
• Billing errors (we'll correct and refund)

Cancellation & Disputes:

• Cancel anytime through account settings (effective at period end)
• No partial refunds for mid-cycle cancellations
• Billing disputes: contact billing@smarts.bio within 30 days

TL;DR: Auto-renews; mostly non-refundable; cancel anytime; 7-day money-back for new subscribers.

8. Data Security & Your Responsibility

Our Measures:

TLS 1.3 encryption in transit, AES-256 at rest, role-based access control (RBAC) with multi-factor authentication (MFA), firewalls, intrusion detection, DDoS mitigation, regular vulnerability scanning, and secure AWS hosting.

Your Role:

Keep credentials confidential, use strong passwords, enable MFA when available, don't upload malware, promptly update contact information, comply with organizational security policies.

Breach Notification:

In the event of a data breach affecting your personal information, we will notify you via email within 72 hours of discovery.

Data Breach Liability:

Individual & Small Team Accounts (up to 5 users):

• Our maximum liability for data breaches is the greater of: (a) 3 months of fees you paid, or (b) $500 per incident
• For purposes of user count, accounts may be aggregated per Section 3A if determined to be from the same organization
• This applies only to breaches caused by our security failures
• Does NOT apply if breach resulted from: your password sharing, failure to use MFA when available, upload of malware, or violation of security protocols

Institutional & Enterprise Accounts (6+ users or custom agreements):

• Data breach liability and security terms governed by separate Master Services Agreement (MSA) or Data Processing Agreement (DPA)
• Contact enterprise@smarts.bio for institutional security requirements

GDPR & International Users:

For EU/UK users, nothing in these Terms limits our statutory liability under GDPR for data processing violations. GDPR compensation rights and regulatory fines cannot be contractually limited.

General Limitation:

No system is 100% secure. While we implement industry-standard security measures, you are responsible for maintaining backups of critical research data. Our security measures do not guarantee prevention of all unauthorized access, and you use the Service at your own risk regarding data security.

TL;DR: Security is a shared responsibility. Small accounts: max liability $500 or 3 months fees for breaches. Enterprise: custom terms required.

9. Service Availability & "As-Is" Disclaimer

Service provided "as-is" for research purposes only.

⚠️ NOT FOR CLINICAL USE: Service is not approved for clinical diagnosis, treatment, or patient care. Do not use AI outputs for medical decisions without independent professional validation.

What we DON'T guarantee:

• Uninterrupted or error-free access
• Accuracy of AI-generated analyses or recommendations
• Compatibility with all file formats or tools
• Fitness for any particular research purpose
• Results will meet your expectations

Your Responsibilities:

• Independently verify all results before publication or use
• Maintain backup copies of research data
• Ensure IRB/ethics compliance
• Apply appropriate scientific judgment

TL;DR: Research only; verify results; uptime not guaranteed; maintain backups.

9A. Bioinformatics-Specific Disclaimers

CRITICAL LIMITATIONS FOR BIOLOGICAL DATA ANALYSIS:

• Database Currency: Third-party databases (NCBI, UniProt, etc.) may contain outdated, incomplete, or incorrect information. We do not independently verify database accuracy.
• Algorithm Limitations: Our AI models and bioinformatics algorithms have inherent limitations, false positive/negative rates, and may produce different results from other tools or methods.
• Annotation Errors: Gene annotations, pathway analyses, and functional predictions are computational estimates only and require experimental validation.
• Publication Use: You must independently validate all results using multiple tools, manual review, and experimental confirmation before publication. Failure to validate is your sole responsibility.
• Clinical/Diagnostic Use: STRICTLY PROHIBITED. This service is not CLIA-certified, FDA-approved, or validated for clinical use. ANY clinical or diagnostic use violates these Terms and releases us from all liability.
• Grant Compliance: You are solely responsible for ensuring data analysis methods meet grant, journal, and institutional standards.
• Reproducibility: Results may vary between analysis runs due to algorithm updates, database changes, or computational factors.

You acknowledge that computational biology involves inherent uncertainty and that professional scientific judgment is required for all applications of our outputs.

TL;DR: Bioinformatics has limitations. Validate everything before publishing. Never use for clinical decisions. You're responsible for scientific accuracy.

10. Governing Law & Dispute Resolution

Governed by Delaware law (USA).

EU/UK users retain statutory consumer rights.

Dispute Resolution Process:

• Informal resolution: Contact legal@smarts.bio; 30-day good-faith attempt
• Small claims court: Either party may use for eligible disputes
• Binding arbitration: American Arbitration Association (AAA) rules
  • Location: Delaware or your home jurisdiction (your choice)
  • Individual claims only (no class actions)
  • Each party pays own costs unless arbitrator awards fees
  • Decision is final and binding

Exceptions:

• EU/UK consumers: May bring claims in local courts per EU law
• IP injunctions and non-arbitrable claims

TL;DR: Disputes → talk first → small claims or arbitration; individual claims only; EU consumers keep local court rights.

11. Limitation of Liability

Not liable for:

• Data loss, indirect damages, or reliance on AI outputs without validation
• Unauthorized access due to user negligence
• Loss of profits, business opportunities, or reputation
• Third-party service failures

Direct liability capped at:

Greater of (a) fees paid in last 12 months, or (b) $100 USD

Exceptions (no liability cap):

• Gross negligence, willful misconduct, or fraud
• Breach of data security obligations under Section 8 (subject to Section 8 specific caps)
• Death or personal injury from our negligence
• Violations that cannot be limited under applicable law

Note: Data breach liability is specifically addressed in Section 8 with separate caps.

TL;DR: Back up your data; general liability limited to $100 or annual fees; data breaches have separate caps in Section 8; serious misconduct not excluded.

12. Changes to These Terms

• Material changes: 30-day website notice + email if rights affected
• Non-material changes: Immediate (typos, clarifications)
• Continued use = acceptance
• Previous versions available on request

TL;DR: We may update terms; check regularly; 30 days notice for major changes.

13. Account Termination

By You:

• Cancel anytime; 30-day data download window
• Effective at end of current billing period
• Remain responsible for fees through period end

By Us:

• For cause: Violations, illegal activity, unpaid fees (immediate)
• Without cause: 90-day notice for service discontinuation
• Data deletion follows Privacy Policy retention timelines

Data Retrieval Periods:

• Voluntary cancellation: 30 days
• Non-payment termination: 14 days after final notice
• Termination for cause: 7 days (at our discretion)
• Service discontinuation: 60 days

TL;DR: Cancel anytime; download your data; serious violations = immediate termination.

13A. Export Compliance & Sanctions

You agree to comply with all applicable export and import laws, including U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and Office of Foreign Assets Control (OFAC) sanctions.

Prohibited Uses:

• Service may not be used in countries subject to U.S. trade embargoes or sanctions (currently including Cuba, Iran, North Korea, Syria, and Crimea region)
• Service may not be used for development of weapons or controlled dual-use technologies
• Service may not be used by individuals or entities on U.S. government denied-party lists

Your Representations:

You represent and warrant that:

• You are not located in a restricted country
• You are not on any denied-party list
• You will not use the Service in violation of export laws
• You will immediately notify us at legal@smarts.bio if you become subject to export restrictions

Our Rights:

We reserve the right to:

• Implement access controls and monitoring to comply with export laws
• Suspend accounts pending verification of compliance
• Report suspected violations to relevant authorities
• Terminate accounts immediately for export control violations

You acknowledge that we are required to comply with U.S. export laws and may implement technical and procedural controls accordingly.

Violations of this section constitute material breach and grounds for immediate termination without refund. You agree to indemnify us for any government fines, penalties, or costs arising from your export control violations.

TL;DR: Follow export laws; restricted countries blocked; we may implement controls; violations = immediate termination + you pay any fines.

13B. Indemnification

You defend and hold us harmless for claims arising from:

• Your use, content, violations, or negligence
• Infringement of third-party rights
• Violation of laws or regulations
• Unauthorized account use due to your negligence

Exceptions: Claims from our gross negligence, willful misconduct, or Service defects

TL;DR: You're responsible for your actions/content.

14. Severability

• Invalid provisions don't affect the rest
• Unenforceable provisions modified to minimum extent necessary
• Some key clauses (arbitration, liability, indemnification) are essential to the agreement

TL;DR: If one part is invalid, the rest still applies.

15. Force Majeure

We're not liable for delays/failures due to events beyond our control (natural disasters, cyberattacks, pandemics, government actions, internet failures, labor disputes, war, terrorism).

During force majeure events:

• Our obligations are suspended during the event
• We'll make reasonable efforts to resume service quickly
• Either party may terminate without penalty if event lasts >30 days
• Fees may be prorated or credited at our discretion

TL;DR: Acts of God or major disruptions = not our fault; 30+ days = can cancel.

16. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms for specific features, constitute the entire agreement between you and Smarts.bio.

• Supersedes Prior Agreements: These Terms replace all prior discussions or agreements
• No Waiver: Our failure to enforce any provision does not waive that provision or any other; waivers must be in writing
• Assignment:
  • You may not assign or transfer these Terms or your account without written consent
  • We may assign Terms in connection with a merger, acquisition, or sale of assets
• Relationship: These Terms do not create any partnership, joint venture, employment, or agency relationship

TL;DR: This is the full agreement; no unwritten promises; no assigning without permission.

17. Contact Us

Email Addresses:

• Privacy/Data Questions: privacy@smarts.bio
• Security Issues: security@smarts.bio
• Billing Disputes: billing@smarts.bio
• Legal Matters: legal@smarts.bio

Notice Delivery:

• To you: Email to registered address or posting on Service
• To us: Email legal@smarts.bio

TL;DR: Multiple contact channels; formal legal notices require email or mail.