TERMS OF SERVICE
These Terms of Service were last updated: January 2021.
Welcome to Phyla!
Phyla Technologies Inc. (“Phyla,” “Company” “we,” “us,” “our”) provides its curated health information platform and personalized lifestyle recommendations (described below) to you through its website located at https://www.phyla.ai (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications it may make available, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). If you have any questions, comments or concerns regarding these terms or the Services, please contact us at firstname.lastname@example.org
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means.
These Terms of Service are a binding contract between you and Phyla Technologies Inc. You must agree to and accept all of the Terms, or you don’t have the right to use the Services. If you do not wish to be bound by these Terms do not use or access any of the Services in any manner or for any purpose. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.
Access and Use of the Service
The Service: Phyla is designed to benefit its users with curated information related to health topics based on each individual user’s interests, characteristics, symptoms and microbiome data. The information provided to Phyla users is meant solely for education purposes.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Phyla of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Phyla will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service: Phyla reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Phyla will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Mobile Services: The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Phyla and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Phyla account information to ensure that your messages are not sent to the person that acquires your old number.
The Services are for informational and educational use only. We do not provide medical advice.
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR PHYSICIAN OR 911.
The Content provided in the App, the Website, is intended solely for Your educational purposes, and is not a substitute for the medical advice provided by a physician or other healthcare professional. You must never disregard professional medical advice, or delay seeking medical advice because you are accessing and using the information provided by the App, Website and Services. The Information cannot be used for the purpose of diagnosing, treating, or in any way mitigating a specific health issue or disease. It can also not be used with the intention of prescribing a medication or other modality of treatment. You must always speak with your physician before starting any new approach to managing your health, including diet, vitamins and minerals, exercise and other therapeutic modalities. Further, you should seek medical advice immediately if you suspect that you have a medical problem regardless of using the information provided through the App, Website or Service.
YOU HEREBY AGREE THAT, BEFORE USING THE SERVICES, YOU SHALL CONSULT YOUR PHYSICIAN, PARTICULARLY IF YOU ARE AT RISK FOR PROBLEMS RESULTING FROM CHANGES IN YOUR DIET OR LIFESTYLE.
Any use of or reliance by you on the App, Website, its server, the Content, or Information is done at your own risk. Phyla makes no guarantee that your use of the App, Website, its server, the Content, or Information will be uninterrupted, or free of defects, viruses or other harmful components.
Any Content, Information or products offered by Phyla, which you download from the App Provider and/or Website, is done so at your own risk.
Risks and Considerations Concerning Services
Once you obtain your Microbiome Information, the knowledge is irrevocable. You should not assume that any information we may be able to provide to you, whether now or as microbiome research advances, will be welcome or positive. You should also understand that as research advances, in order for you to assess the meaning of your microbiome sample data in the context of such advances, you may need to obtain further services from Phyla or from your physician or other health care provider. You may learn information about yourself that you do not anticipate. This information may evoke strong emotions and has the potential to alter your life and worldview. You may discover things about yourself that trouble you and that you may not have the ability to control.
The laboratory may not be able to process your sample, and the laboratory process may result in errors. The laboratory may not be able to process your sample if your sample does not contain sufficient material, or the results from processing do not meet our standards for accuracy. Even when meeting high standards, a small, unknown fraction of the data generated during the laboratory process may be uninterpretable or incorrect (referred to as "Errors"). As this possibility is known in advance, users are not entitled to refunds where these Errors occur. You should not change your health behaviors solely on the basis of information from Phyla. Make sure to discuss your Microbiome Information with a physician or other health care provider before you act upon your Microbiome Information or other information that we provide. If you have concerns or questions about what you learn through Phyla, you should contact your physician or other health care provider. Microbiome research is not comprehensive. Microbiome Information you share with others could be used against your interests. You should be careful about sharing your Microbiome Information with others.
Currently, very few businesses or insurance companies request microbiome information, but this could change in the future. You may want to consult a lawyer to understand the extent of legal protection of your Microbiome Information before you share it with anybody. Furthermore, Microbiome Information that you choose to share with your physician or other health care provider may become part of your medical record and through that route be accessible to other health care providers and/or insurance companies in the future. Microbiome Information that you share with family, friends or employers may be used against your interests. Even if you share Microbiome Information that has no or limited meaning today, that information could have greater meaning in the future as new discoveries are made. If you are asked by an insurance company whether you have learned Microbiome Information about health conditions and you do not disclose this to them, this may be considered to be fraud. We do not provide medical advice.
The Microbiome Information provided by Phyla is for research, informational, and educational use only. Many of the discoveries that we report have not been clinically validated, and the technology we use, which is the same technology used by the research community, to date has not been widely used for clinical testing. As a result of the current state of microbiome knowledge and understanding, our Services are for research, informational, and educational purposes only. The Services are not intended to be used by you for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of your physician or other health care provider with any questions you may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of your health.
Microbiomes are only part of the picture of any individual's state of being;
The state of the understanding of microbiome information is rapidly evolving and at any given time we only comprehend part of the picture of the role of microbiomes, and;
Only a trained physician or other health care provider can assess your current state of health or disease, taking into account many factors, including in some cases your microbiomes as well as your current symptoms, if any. Reliance on any information provided by Phyla, Phyla employees, others appearing on our website at the invitation of Phyla, or other visitors to our website is solely at your own risk. The samples collected of your microbiome are may contain human material, but are not tested or processed to detect or analyze human material, and are treated accordingly.
You agree not to hold Phyla responsible for the actions or inactions of any such Third Party Vendors or users. You acknowledge that Phyla Health is solely a facilitator and promoter of information provided to you by its users and Third Party Providers. We have no control over and do not guarantee (a) the truth or accuracy of any Other User Content, (b) the quality of the goods or services provided by any Third Party Provider, or (c) the manner in which any Third Party Provider completes a transaction with you at all or to your satisfaction.
User Content Transmitted Through the Service
With respect to the content or other materials you upload through or otherwise make available on the Service or otherwise share with or make available to other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading or otherwise making available any User Content you hereby grant and will grant Phyla and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in order to provide the Services (as presently contemplated and as modified in the future) to you specifically and to all users generally (i) solely in an anonymized manner (except in the case of Your Public Content which need not be anonymized), to assist us in (1) improving our Services or (2) developing new products or services, (ii) to monitor compliance with these Terms by you, or (iii) for any other legitimate business purpose (the “Rights Granted”). Notwithstanding the foregoing, you agree that Your Public Content may be used by Phyla and any other users of the Services in any manner (e.g., a user of the Service may freely share any of Your Public Content with others either via the Service or otherwise). You acknowledge that all of Your Public Content is public and not private communications, and therefore that Your Public Content may be read by others without your knowledge.
User Content; Ownership and License Granted:
All of Your Content remains yours and Phyla does not claim any ownership rights in any of Your Content. Nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You represent and warrant that you or your licensors own all right, title and interest in and to Your Content and that you have all rights in Your Content necessary and sufficient to transmit to, upload to, transfer to, process on, store in, or cause to interface with, your Account or the Services, and to grant the rights contemplated by these Terms to us. You are solely responsible for all of your Content, including but not limited to the development, transmission, operation, maintenance, storage, claims, and use of your Content.
You acknowledge and agree that Phyla may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Phyla, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Conditions of Use
User Conduct: You are solely responsible for all video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display or email or otherwise use or make available (hereinafter, “upload”) via or in connection with the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Phyla. Phyla reserves the right to investigate and take appropriate legal action against anyone who, in Phyla’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service in a way that:
Infringes or violates the intellectual property rights or any other rights of anyone else (including Phyla);
Violates any law or regulation, including any applicable export control laws;
Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Jeopardizes the security of your Phyla account or anyone else’s (such as allowing someone else to log in to the Services as you);
Attempts, in any manner, to obtain the password, account, or other security information from any other user;
Violates the security of any computer network, or cracks any passwords or security encryption codes;
Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
Harvests or collects email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
“Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
Impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;
Copies or stores any significant portion of the Content;
Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use.
App Store Sourced Application: With respect to the App accessed through or downloaded from the Apple App Store (the “App Store”), you will use the App Store only (a) on an Apple branded product that runs iOS (Apple’s proprietary operating system software); (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
ii.The App is for your sole use and is non-transferable and must be used on any Apple device that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
iii. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App, and Phyla shall be solely responsible for any maintenance and support services, to the extent they are required by applicable law.
Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Phyla, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Phyla from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Phyla, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Phyla.
The Phyla name and logos are trademarks and service marks of Phyla (collectively the “Phyla Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Phyla. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Phyla Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Phyla Trademarks will inure to our exclusive benefit.
Third Party Content: Under no circumstances will Phyla be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, any loss or damage of any kind incurred as a result of the use of any such content, or personal injury, death or property damage that may result from your use of the Services. You acknowledge that Phyla does not pre-screen content, but that Phyla and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Phyla and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Phyla, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Certain third party content may be governed by separate terms and conditions, and by agreeing to these Terms of Service, you further acknowledge receipt of and agreement to such terms.
Copyright Complaints: Phyla respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Phyla of your infringement claim in accordance with the procedure set forth below.
Phyla will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
Phyla Technologies Inc.
400 rue Montfort, CP12, local J-2340
To be effective, the notification must be in writing and contain the following information:
● an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
● a description of the copyrighted work or other intellectual property that you claim has been infringed;
● a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
● your address, telephone number, and email address;
● a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
● a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
● your physical or electronic signature;
● identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
● a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
● your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Boston, Massachusetts and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Phyla will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Phyla has adopted a policy of terminating, in appropriate circumstances and at Phyla's sole discretion, users who are deemed to be repeat infringers. Phyla may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.]
Social Networking Services
In addition, Phyla is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Phyla is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Phyla enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
YOUR USE OF THE SERVICE (AND ANY THIRD PARTY CONTENT) IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PHYLA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
PHYLA MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) SHALL PHYLA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AFFILIATES BE LIABLE TO YOU OR ANY USER FOR ANY USE OR MISUSE OF THE APP, THE WEBSITE OR ANY OTHER SERVICES. SUCH LIMITATION: (a) INCLUDES DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE (EVEN IF PHYLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); (b) APPLIES WHETHER DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE APP, FROM INABILITY TO USE THE APP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE APP (INCLUDING ANY DAMAGES INCURRED BY THIRD PARTIES); AND (c) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY SERVICES. TO THE MAXIMUM EXTENT TO PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PHYLA, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APP OR SERVICES. WE WOULD NOT BE ABLE TO PROVIDE THE APP OR SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE WARRANTY DISCLAIMERS, RELEASES, AND LIMITATIONS OF LIABILITY.
Choice of Law
You agree that Phyla, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Phyla believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Phyla may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Phyla may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Phyla will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Phyla will have no liability or responsibility with respect thereto. Phyla reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service constitute the entire agreement between you and Phyla and govern your use of the Service, superseding any prior agreements between you and Phyla with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Phyla agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Montréal, Québec The failure of Phyla to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Phyla, but Phyla may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.