Sage Bionetworks Terms of Service

Effective Date: JUL 1, 2025

IMPORTANT: We've updated our Terms of Service with new provisions for Sovereign Entities and users under 18.

Summary of Key Provisions

Here is a summary of several key provisions of Sage Bionetworks’ Terms of Service. Be certain to read the full Terms of Service in detail; in the event of any conflict or inconsistency between this summary and the full Terms of Service, the full Terms of Service will govern. You must accept these Terms of Service to contribute, access, and/or use the Sage Bionetworks platforms and other services.

Full Terms of Service

Welcome, and thank you for your interest in Sage Bionetworks (“Sage,” “we” or “us”) and our services. These include our Synapse platform located at www.synapse.org, our websites, hosted applications, mobile, or other downloadable applications, portals, topical challenges run through platform(s), analysis tools, and other information and services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you (“you”or“your”) and Sage regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CLICKING “I ACCEPT”, DOWNLOADING, UPLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND ANY ADDITIONAL APPLICABLE GOVERNANCE TERMS, POLICIES, RULES, GUIDELINES, OFFERINGS, OR AGREEMENTS INCLUDING SAGE’S PRIVACY POLICY, ALL HEREBY INCORPORATED BY REFERENCE (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND SAGE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY SAGE AND BY YOU TO BE BOUND BY THESE TERMS.

YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF SAGE AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS MAY INCLUDE AUTHENTICATION OR OTHER INFORMATION ABOUT THE SERVICE. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

SOVEREIGN ENTITIES.For purposes of these Terms, a “Sovereign Entity” means (a) a government (national, federal, state, provincial, municipal, or local), (b) any department, agency, institution, or instrumentality of a government, (c) any entity owned or controlled by a government, or (d) any political subdivision of any of the foregoing. By using the Service and identifying as a Sovereign Entity, you represent and warrant that you meet the definition of “Sovereign Entity” as defined above and that you have the authority to enter into these Terms on behalf of such Sovereign Entity. You may be required to provide evidence of your status as a Sovereign Entity upon request. If you are a Sovereign Entity, certain provisions of these Terms, including but not limited to Section 16 (Indemnity), Section 19 (Dispute Resolution and Arbitration), and Section 20.2 (Governing Law), may be limited or superseded by applicable laws and regulations governing your Sovereign Entity and will only apply to the extent permitted by applicable law. We may require you to agree to a separate agreement with terms specific to your status as a Sovereign Entity. If you intend to use the Service as a Sovereign Entity and have questions about the applicability of these Terms or require a separate agreement, please contact privacyofficer@sagebionetworks.org. IF YOU ARE NOT A SOVEREIGN ENTITY, ALL TERMS AND CONDITIONS IN THESE TERMS WILL APPLY TO YOU.

1.   Sage Service Overview.

   Sage is a non-profit research organization helping researchers worldwide do better science together by enabling a collaborative approach to information sharing and analysis. We provide the Service to users subject to these Terms, including but not limited to access to the following:

   1.1    Synapse; a computational platform where researchers can share and reuse datasets to improve knowledge of health and disease. Sage acts as a steward for the content available through Synapse. Synapse users are responsible for the data they submit to and/or share through the Service. Synapse offers multiple tiers of functionality with different restrictions and limitations on types of allowable User Content (as defined below in Section 9.3).

   1.2    Challenge Platform(s); a technology platform that supports an open-science, collaborative competition framework for evaluating and comparing computational algorithms and other ideation inputs.

   1.3    Portals; community-specific interfaces that enable researchers to explore and share data, analyses, and tools.

   1.4    Governance and Data Processing; additional data processing and/or governance consulting and implementation provided by Sage staff available under specific service plans.

   1.5    User Workspaces/Projects; areas where users can collaborate with each other. Consistent with Section 9.2, users in charge of administering Projects are responsible for credentialing any users of such workspace and providing all additional license grants necessary for other users to collaborate within the workspace.

   1.6    Connections to other Platforms; consistent with Section 10, Sage may provide access to other platforms via application programming interfaces (“API”) to allow users to connect to and utilize User Content in third-party computing platforms and other environments, including user-supplied data storage environments. Any use of Content (as defined below in Section 9.1) on such third party computing platforms or in other environments is subject to any use restrictions associated with such User Content. Consistent with Section 8, any use of third party sites is at the user's own risk.

2.    Medical Advice Disclaimer.

   All Content accessible through the Service is for informational purposes only. Materials (as defined below in Section 7) and Content are not a substitute for professional advice on any matter, medical or otherwise. Always seek the advice of a qualified health professional. Sage does not recommend or endorse any treatment, institution, professional, physician, product, procedure, or other information that may be mentioned through the Service.

3.    Eligibility.

   You must be at least 18 years old to use the Service without a parent/guardian authorization. By agreeing to these Terms, you or represent and warrant to us that: (a) you are at least 18 years old; (b) you are not suspended nor have you been removed from the Service; (c) you will not permit any other person, entity, organization, or company to access the Service through your account; and (d) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these Terms, and you agree to be bound by these Terms.

   If you are under 18 years old or are a minor in your jurisdiction, you must obtain your parent/guardian's authorization to use the Service. By completing the Child Minor Addendum, your parent/guardian acknowledges that your permission to use the Service is conditional upon your parent/guardian's own agreement to these Terms.

4.    Account Registration, Training Obligations, and Ongoing Use.

   4.1.   Accounts.

        4.1(a)  Registration. You may browse the Public Content (as defined below in Section 9.2) catalog and access limited features, but to access most features of the Service, you must register for an account. You can register by providing an email address. To access some of the functionality, you may be required to provide more information about yourself such as your name, affiliation, research credentials, and other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. If messages sent to the email address provided by you are returned as undeliverable, we reserve the right to suspend your account. When you register, you will be asked to choose a username and create a password (login credentials). You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at act@sagebase.org.

       4.1(b)  Suspension. In addition to suspending an account due to an undeliverable email, Sage reserves the right to suspend an account that has not been active in 24 months. In order to reactivate such an account, you will be required to accept the then current Terms of Service and may be required to retake certain training. In the event of an account suspension due to inactivity, Sage may delete any User Content, in accordance with the applicable User Content Longevity in the Offerings page.

   4.2    Training Obligations. In order to be able to access more advanced features on the Service, including the ability to independently contribute User Content, you may be required to complete certain training to demonstrate your understanding of the ethical, legal, and technical issues associated with using sensitive data, including genomic and health information made available through the Service. If we determine that you completed the training process fraudulently or otherwise do not understand and respect the ethical, legal, and technical issues associated with using the Service, we reserve the right to inactivate your account immediately with or without notice to you and without any liability to you or any third party, subject to applicable law. In the event we terminate your account, you will lose access to any Content, which may include User Content you have contributed.

   4.3    Compliance with Laws. By using the Service, you affirm, represent, and warrant to us that you will only use the Service for legal purposes and will not violate any applicable local, state, national, or international law, regulation, including all privacy laws and regulations, or order of any governmental authority in any jurisdiction.

5.    Payment Terms.

   5.1    General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms. All payments are due within 30 days of invoice unless otherwise agreed to by Sage.

   5.2    Price. Sage reserves the right to determine pricing for the Service. Sage will make reasonable efforts to keep published pricing information on the Service up to date. We encourage you to check our pricing page periodically for current menu pricing information. Sage may change the fees for any feature of the Service, including additional fees or charges. Sage will give you advance notice of changes before they apply. Sage, at its sole discretion, may make promotional offers with different features and different pricing to any of Sage’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

   5.3    Authorization. You authorize Sage to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Sage, including all applicable taxes, to the payment method specified by Sage. If you pay any fees with a credit card, then Sage may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

   5.4    Delinquent Accounts. Sage may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

6.    Licenses

   6.1    Limited License. Subject to your complete and ongoing compliance with these Terms, Sage grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service on a mobile device that you own or control; and (b) access and use of the Service.

   6.2    License Restrictions. Except and solely to the extent that such a restriction is impermissible under applicable law, or explicitly allowed elsewhere under these Terms, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

   6.3    Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Sage an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

7.    Ownership; Proprietary Rights.

   The Service is owned and operated by Sage. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Sage (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Sage or its third-party licensors. Except as expressly authorized by Sage, you may not make use of the Materials. There are no implied licenses in these Terms and Sage reserves all rights to the Materials not granted expressly in these Terms.

8.    Third-Party Terms

   8.1    Third-Party Services and Linked Websites. Sage uses vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate the Service, as specified in Sage’s Privacy Policy. By using the Service, you hereby authorize Sage to give third-party service providers all information necessary for them to provide their services. Third-party services are not under Sage’s control, and, to the fullest extent permitted by law, Sage is not responsible for any third-party service’s use of your information. The Service may also contain links to third-party websites. Linked websites are not under Sage’s control, and Sage is not responsible for their content. Please be sure to review the terms of use and privacy policy of any linked websites before you share any User Content or information with such third-party websites. Once sharing occurs, Sage will have no control over the information that has been shared.

   8.2    Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses, or to limit your use of Third-Party Components under those third-party licenses.

9.    Content

   9.1    General Content. General Content is available to users subject to any Content specific restrictions, e.g., user training, controlled access, limited use, Content redistribution limitations, as determined by the Content contributor and implemented by the Project Administrator (as defined below in Section 9.2). As further defined below, Content may be stored and organized into workspaces (each such workspace, a “Project”). As used in these Terms, Data is defined as genomic, molecular, phenotypic and/or other data from human or non-human sources (“Data”), Software is defined as any algorithms, tools, and other software code in source or object form (”Software”). Any other information and content along with Data and Software are collectively referred to in these Terms as “Content”.

   9.2    Project Administration. In using the Service, you may create Content and collaborate on Projects with other users. By default, a Project is associated with the user that created it (a “Project Administrator”). A Project Administrator may grant administrative privileges to other users to change the sharing, editing, and visibility settings of its Projects as another Project Administrator, or grant a subset of those functionalities to other users to facilitate collaboration.

   Upon creation, a Project and all of its Content is private until a Project Administrator makes the Project or any of its Content public. Project Administrators may publicize a Project (or specified Content within a Project) by making it visible to all registered users of the Service (”Public Content”) or limit visibility of and access to a Project (or specified Content within a Project) only to users selected by a Project Administrator (”Private Content”). The Service will provide reasonable measures to prevent access to private Projects and Private Content by unauthorized individuals or entities, but Sage cannot guarantee that unauthorized access will not occur and Sage makes no representations or warranties in this regard. If you are a Project Administrator, you are responsible for credentialing any users and providing any additional license grants necessary to other users of such Projects, as appropriate for such User Content or as required by applicable law.

   9.3    User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit and make available to other users (”Post”) Content. Any Content that is Posted by any user of the Service (including Public Content and Private Content) other than Sage is referred to in these Terms as ”User Content.” You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

   9.4    Compliance with Data Processing Requirements. If you Post User Content, you warrant that your Posting and any subsequent sharing of User Content through the Service will comply with all applicable regulations including, subject to Section 9.8(c) below, for User Content that contains personal data, all data protection or privacy laws applicable to the processing of personal data in the jurisdiction where the personal data was collected.

   9.5    User Content Restrictions. You must identify any risks and provide appropriate protections prior to your Posting the User Content. You can submit User Content to be shared under restricted conditions at your discretion, or when required by informed consent, legal contract, privacy requirements, and/or in compliance with applicable laws and regulations. Consistent with Section 4.2, you may be required to complete user training. Your ability to Post User Content may be withdrawn if audits or other monitoring indicates you are Posting User Content in ways inconsistent with these Terms. Inconsistencies that could trigger the removal of User Content or withdrawal of Posting privileges may include, but are not limited to, mis-identifying User Content that should carry restraints on redistribution, repeatedly imposing unwarranted User Content restrictions, lack of authority of the user to Post given User Content, and uploading User Content with personally identifiable information (e.g., not properly de-identified) without authorization.

   9.6    Limited License for Public Content. By Posting Public Content to or via the Service, you grant the licenses set forth in this Section 9.6. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for Public Content Posted, or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your Public Content and/or Sage’s exercise of the licenses set forth in this Section 9.6.

        9.6 (a)    To Users. By Posting Public Content to or via the Service, you grant all users of the Service, subject to any User Content restrictions you provide, a license to such Public Content pursuant to (i) the Creative Commons BY 4.0 License for any data included in your Public Content, (ii) the Apache 2 license for any software or source code included in your Public Content, and/or the Open RAIL-M licenses with respect to any artificial intelligence or machine learning models included in your Public Content, as applicable. If at any time you make all or portions of your Public Content private, users who have relied on the license granted in this Section 9.6(a) shall maintain all rights granted pursuant to such license and shall be able to continue to use such User Content in accordance with the license.

        9.6 (b)   To Sage. In addition to the license in Section 9.6(a) above, by Posting Public Content to or via the Service, you grant Sage, our legal successor and assignees, a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, archive, parse, process, index, display, publicly perform (including by means of a digital audio transmission), communicate to the public, publish, reproduce, modify for the purpose of formatting for display, create derivate works, make copies of, use in connection with offering the Service, improving the Service, the development and deployment of additional products, and the development, training, testing, and deployment of artificial intelligence and/or machine learning models, derive and create metadata from, and distribute your Public Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. This license grants Sage the right to distribute or use your Public Content outside of our provision of the Service to archive and improve discoverability of your Public Content, and permits our partners to store and archive your Public Content in public repositories. If at any time you make all or portions of your Public Content private, Sage shall maintain all rights under the license granted in this Section 9.6(b) and shall be able to continue to use such User Content in accordance with such license.

   9.7    Limited License for Private Content. To the extent you authorize another user to access your Private Content (with respect to the license granted to such other users) or Post Private Content to or via the Service (with respect to the licenses granted to Sage), you grant the applicable licenses set forth in this Section 9.7. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for Private Content Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your Private Content and/or Sage’s exercise of the licenses set forth in this Section 9.7.

       9.7 (a)   To Users. By authorizing other users to access your Private Content, you grant such users, subject to any User Content restrictions, a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to view, access, store, transfer, display, process, and use in their work, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed.

        9.7 (b)    To Sage. By Posting Private Content to or via the Service, you grant Sage, our legal successor and assigns, a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display within your Project, compute usage statistics and aggregates, and distribute your Private Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed solely for the purposes of providing the Service, improving the Service, creating new products and services, providing customer support, troubleshooting, metric collection, billing, and/or auditing.

   9.8.    You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Sage disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

        9.8 (a)    you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to Post and to authorize Sage and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 9 (Content), in the manner contemplated by Sage, the Service, and these Terms;

       9.8 (b)    your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Sage to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;

       9.8 (c)    (i) unless otherwise agreed with Sage, your User Content does not contain any Protected Health Information (PHI) as defined in accordance with the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”), (ii) unless otherwise agreed with Sage, your User Content is not subject to the data protection laws of the European Economic Area (“EEA”), including the General Data Protection Regulation (EU) 2016/679, the United Kingdom, or Switzerland, and (iii) you are not subject to the NIS 2 Directive (EU) 2022/2555;

       9.8 (d)    where required, you have obtained any and all specific, informed and freely given consents, waivers, authorizations and/or institutional or independent review board (IRB) approvals necessary to provide the User Content for use on the Service, as applicable;

       9.8 (e)    your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and

       9.8 (f)    you agree to support open access open practices with respect to your User Content and make it available without restrictions when possible in furtherance of Sage’s mission to facilitate better science by enabling collaborative information sharing and analysis.

   9.9    User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content or other users’ use of User Content. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that you may find User Content to be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Sage with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Sage does not permit infringing activities on the Service. In addition, Sage may but is under no obligation to seek the opinion of an independent ethics team or accredited IRB to confirm the User Content contributor’s selection of the User Content restrictions. In these cases, Sage can request, and the User Content contributor must provide, the (English-translated) templates of the informed consent document or the protocol governing the User Content in replacement of an IRB decision.

   9.10.    Use of User Content. If you publish, present or otherwise disclose User Content, derivatives of User Content, or results from analysis of User Content, you must properly attribute the source of the User Content. Your use of User Content must comply with any applicable additional User Content restrictions. Use of User Content, including but not limited to any Data or Software, is at your own risk.

   9.11.    Monitoring. Sage has the right but not the obligation to monitor the use and activities of the Service. Sage may, however, at any time and without prior notice, monitor any and all User Content Posted to and transmitted through the Service, or screen, remove, edit, block, or disable access to any User Content or a user’s access to the Service that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable without any liability to the user who Posted such User Content to the Service or to any other users of the Service. Sage may share the results of the monitoring with third parties.

   9.12    Reporting Misuse of the Service. You shall report any suspected misuse of the Service, including, but not limited to, Data breach, Data misuse, violation of User Content restrictions, lack of data accreditation, unethical data handling, and violation of these Terms, to privacyofficer@sagebase.org within 2 business days of initial incident knowledge.

10. API Terms.

    We may offer users the ability to access User Content via an API. Any use of the API, including use of the API through a third-party product that accesses the Service, is bound by these Terms plus the following specific terms:

     (a)     only users who are permitted to Post User Content will be allowed to use any API functions related to User Content contribution or other advanced features that we may offer from time to time;

     (b)    abuse or excessively frequent requests to the Service via any API (as determined by us in our sole discretion) may result in the temporary or permanent suspension of your account access to the API;

     (c)     you must not access or use the API through any technology or means other than those provided in the Service or through other explicitly authorized means we may designate. You must not hide or mask from us your identity as it accesses User Content using the API;

     (d)     we reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice; and

     (e)     without limiting the generality of the foregoing in this Section 10 (API Terms), subject to applicable law, you expressly understand and agree that we will not be liable for any losses or direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, even if we have been advised of the possibility of such losses or damages (unless, solely to the extent such a limitation is required under applicable law, such losses were reasonably foreseeable by us at the time you agreed to these Terms), resulting from your use of or inability to use the API, or any third-party code or products that access User Content via the API.

11. Communications.

    11.1    Text Messaging & Phone Calls. You agree that Sage and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Service, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM SAGE, YOU CAN EMAIL PRIVACYOFFICER@SAGEBASE.ORG OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM SAGE, YOU CAN EMAIL PRIVACYOFFICER@SAGEBASE.ORG OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.

    11.2    Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

12. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

    12.1    use the Service for any illegal purpose or in violation of any applicable local, state, national, or international law, regulation, including all antitrust laws and privacy laws and regulations, or order of any governmental authority in any jurisdiction;

    12.2    use the Service in a manner that is harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful, unethical, irresponsible, or otherwise objectionable or that can cause harm or delay to the Service or computers or networks of any kind;

    12.3    use the Service in a manner that violates our community principles; these community principles include welcoming others, using inclusive language, sharing knowledge and experience, respecting other viewpoints and ideas, and showing empathy and kindness when interacting with others;

    12.4    unless otherwise agreed with Sage, contribute any User Content that is (i) directly identifiable as defined by the HIPAA Privacy Rule and all applicable privacy laws and regulations, (ii) subject to the data protection laws of the EEA, including the General Data Protection Regulation (EU) 2016/679, the United Kingdom, or Switzerland;

    12.5    publish, present or otherwise disclose User Content or results from analysis of User Content obtained through the Service without properly attributing the User Content source or using the User Content in a manner inconsistent with any User Content restrictions;

    12.6    Post any User Content that is licensed under a Copyleft license or any other viral open source license;

    12.7    redistribute User Content in a manner that fails to comply with any provision of these Terms and any User Content restrictions; without limiting the generality of the foregoing, you may be permitted to redistribute User Content, but solely to the extent that you have assurances that all subsequent recipients comply with these Terms, the Privacy Policy, as well as any additional User Content restrictions;

    12.8    use or attempt to use the User Content to harm, marginalize, or discriminate against individuals or populations, whether in insurance, employment, or other manners;

    12.9    identify, or make any attempt to identify, any individuals to which any User Content pertains

    12.10    violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

    12.11    access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Sage;

    12.12    interfere with security-related features of the Service, including by: (i) failing to keep your login information secure and/or sharing it with others; (ii) disabling or circumventing features that prevent or limit use, printing or copying of any Content; or (iii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

    12.13    interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) uploading or otherwise transmitting an unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise); (iii) collecting personal data about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

    12.14    perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, employing fraudulent means to pass the training obligations, or falsifying your age;

    12.15    reproduce, distribute, publicly display, publicly perform, sell, trade, transfer, resell or exploit any portion of the Service, use of the Service, access to the Service granted under these Terms, or any Materials obtained through the Service, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without our express written consent:

        (a)      framing, embedding and/or passing off Materials obtained from the Service in such a manner as to present it as originating from a source other than the Service;

        (b)      altering or bypassing any software or other mechanisms through which the Service or any of its Materials are made available; or

        (c)      using any trademarks, service marks, design marks, logos, photographs or other Content belonging to us or obtained from the Service;

    12.16    restrict, discourage, or inhibit any person from using the Service;

    12.17    use excessive bandwidth, whether through Sage’s API or otherwise, and as determined by us in our sole discretion, on the Service (if your bandwidth usage significantly exceeds the average bandwidth usage of other users of the Service, as determined by us in our sole discretion, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption); or

    12.18    attempt to do any of the acts described in this Section 12 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 12 (Prohibited Conduct).

    12.19    Consequences of any misconduct may include losing current User Content Posting privileges and access to the Service. Sage may communicate any intentional or accidental violation of these Terms to third parties, including, for example, the institutional officials of the user of the Service and the User Content contributor.

13. Intellectual Property Rights Protection

    13.1    Respect of Third-Party Rights. Sage respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

    13.2    DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act (DMCA) applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

    Sage Bionetworks Attn: PCO-Copyright 2901 Third Ave, Ste 330, Seattle, WA 98121 Email: copyright@sagebase.org

    13.3   Procedure for Reporting Claimed Infringement. If you believe that any Content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly submit a Notice of Copyright Infringement or send to the Designated Agent identified above a letter containing the following information:

        (a)     an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

        (b)     a description of the copyrighted work or other intellectual property right that you claim has been infringed;

        (c)     a description of the material that you claim is infringing and where it is located on the Service;

        (d)     identification of the time(s) and date(s) the material that you claim is infringing was displayed on the Service;

        (e)    your address, telephone number, and email address;

        (f)    a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

        (g)     a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner, or authorized to act on the copyright or intellectual property owner’s behalf.

    Your Notification of Claimed Infringement may be shared by Sage with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Sage making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

    13.4    Repeat Infringers. Sage’s policy is to: (a)remove or disable access to material that Sage believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Sage will terminate the accounts of users that are determined by Sage to be repeat infringers. Sage reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

    13.5   Counter Notification. If you receive a notification from Sage that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Sage with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Sage’s Designated Agent through one of the methods identified in Section 13.2 (DMCA Notification), and include substantially the following information:

        (a)     your physical or electronic signature;

        (b)     identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

        (c)     a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

        (d)     your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then to the jurisdiction of the federal court in Seattle, Washington, and that you will accept service of process from the person who provided notification under Section 13.2 (DMCA Notification) above or an agent of that person.

    A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

    13.6    Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Sage in response to a Notification of Claimed Infringement, then Sage will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Sage will replace the removed User Content or cease disabling access to it in 10 business days, and Sage will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Sage’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Sage system or network.

    13.7    False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “ any person who knowingly materially misrepresents under Section 512 of the Copyright Act (17 U.S.C. § 512) (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Sage relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Sage reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

14. Modification of Terms.

    We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 14 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

15. Term, Termination, and Modification of the Service

    15.1    Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 15.2 (Termination).

    15.2    Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Sage may, at its sole discretion, terminate these Terms or your account on the Service, or restrict, suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting Sage Privacy Officer at privacyofficer@sagebase.org.

    15.3    Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Sage any unpaid amount that was due prior to termination; (d) all payment obligations accrued prior to termination; and (e) Sections 6.3 (Feedback), 7 (Ownership; Proprietary Rights), 9.6 (Limited License for Public Content), 9.7 (Limited License for Private Content), 15.3 (Effect of Termination), 16 (Indemnity), 17 (Disclaimers; No Warranties by Sage), 18 (Limitation of Liability), 19 (Dispute Resolution and Arbitration), and 20 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account is terminated for any reason, we reserve the right (but do not have the obligation) to delete any and all User Content stored upon or otherwise associated with your account on the Service, including on Projects. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification. Without limiting the foregoing, upon termination of your account, we may retain a copy of your User Content and use your User Content to the extent necessary to comply with our legal obligations, resolve any disputes regarding such User Content, and exercise our rights under any agreement we have with you.

    15.4    Modification of the Service. Sage reserves the right to modify, discontinue, or restrict all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Sage will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

16. Indemnity.

    To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Sage, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Sage Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

17. Disclaimers; No Warranties by Sage

    17.1    THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SAGE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SAGE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SAGE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

    17.2    SAGE AND ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY REGARDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS (INCLUDING, WITHOUT LIMITATION, RIGHTS UNDER PATENTS) THAT MAY APPLY TO THE USE OF ANY CONTENT (INCLUDING USER MATERIALS) AVAILABLE ON OR THROUGH THE SERVICE.

    17.3    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SAGE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SAGE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF CONTENT.

    17.4    THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 17 (DISCLAIMERS; NO WARRANTIES BY SAGE) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Sage does not disclaim any warranty or other right that Sage is prohibited from disclaiming under applicable law.

    17.5    YOU MUST NOT MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE SERVICE OR ANY OTHER USER OF THE SERVICE REGARDING THE SERVICE OR ANY CONTENT THAT YOU OBTAIN ON THE SERVICE, EXCEPT TO THE EXTENT AS MAY BE EXPLICITLY PERMITTED BY A USER OF THE SERVICE WITH RESPECT TO CONTENT PROVIDED BY SUCH USER OF THE SERVICE.

18. Limitation of Liability

    18.1    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SAGE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SAGE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

    18.2   EXCEPT AS PROVIDED IN SECTIONS 19.5 (COMMENCING ARBITRATION) AND 19.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SAGE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO SAGE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

    18.3    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Dispute Resolution and Arbitration

    19.1    Generally. Except as described in Section 19.2 (Exceptions) and 19.3 (Opt-Out), you and Sage agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

    YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

    19.2    Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

    19.3    Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Sage Bionetworks, Attention: Legal Department – Arbitration Opt-Out, 2901 Third Ave, Ste 330, Seattle, WA 98121 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Sage receives your Opt-Out Notice, this Section 19 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

    19.4    Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267, or by contacting Sage.

    19.5    Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Sage’s address for Notice is: Sage Bionetworks, 2901 Third Ave, Ste 330, Seattle, WA 98121, USA . The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Sage may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Sage will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Sage has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

    19.6    Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Sage must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

    19.7    Arbitration Relief. Except as provided in Section 19.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Sage before an arbitrator was selected, Sage will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

    19.8    No Class Actions. YOU AND SAGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Sage agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

    19.9    Modifications to this Arbitration Provision. If Sage makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Sage’s address for Notice of Arbitration, in which case your account with Sage will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

    19.10    Enforceability. If Section 19.8 (No Class Actions) or the entirety of this Section 19 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Sage receives an Opt-Out Notice from you, then the entirety of this Section 19 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.2 (Governing Law) will govern any action arising out of or related to these Terms.

20. Miscellaneous

    20.1    General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Sage regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

    20.2   Governing Law. These Terms are governed by the laws of the State of Washington without regard to conflict of law principles. You and Sage submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Washington, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

    20.3    Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal data. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

    20.4    Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

    20.5    Consent to Electronic Communications. To the extent authorized by applicable law, by using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. If you are located in the EEA, we will not send you marketing communications by electronic means unless authorized by law or provided that we have obtained your prior opt-in consent.

    20.6    Contact Information. The Service is offered by Sage, located at 2901 Third Ave, Ste 330, Seattle, Washington 98121. You may contact us by sending correspondence to that address or by emailing us.

    20.7    Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

    20.8    No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.