The Company provides a hiring and contracting Marketplace that matches biotechnology Talent to Client companies through an efficient Platform optimized for the complex and ever-changing biotechnology sector.

1. Definitions

The following terms are used throughout this User Agreement ("Agreement"). These definitions apply universally.

• 1.1. The Company: Biotech United, LLC.
• 1.2. Platform: The online Marketplace operated by Biotech United, LLC that facilitates the connection between Clients and Talent. The Platform is not a biotech company nor does it provide any scientific or operational services. It only serves as an intermediary to connect Clients and Talent.
• 1.3. Marketplace: The online two-sided system that connects Talent with Clients in need of specific skills or services on the Platform.
• 1.4. Talent: Individuals offering their services through the Platform, including but not limited to:
  • 1.4.1. Full-Time Employees: Individuals hired permanently by a Client.
  • 1.4.2. Temporary Employees: Individuals hired on a non-permanent basis, typically managed through an Employer of Record (EOR).
  • 1.4.3. Freelancers and Consultants: Independent contractors providing specific services or expertise. They are responsible for their own tools, equipment, and work deliverables. They can also operate as an entity (such as a limited liability company, partnership, or S-corporation).
  • 1.4.4. Paid and Unpaid Interviewees: Individuals applying for roles or services offered through the Platform, including those participating in extended interview processes.
• 1.5. Client: A biotechnology or pharmaceutical company, organization, or representative that uses the Platform to find and engage Talent for services, including full-time positions, temporary roles, consulting, freelance work, or interview opportunities. Clients are solely responsible for managing work conditions, payments, and ensuring workplace safety for any engaged Talent.
• 1.6. Employer of Record (EOR): A third-party service provider responsible for managing temporary employees' payroll, compliance, taxes, and benefits. The EOR acts as the official employer for legal and tax purposes but assigns the employee to work for a Client. All agreements involving the EOR are managed between the Client, Talent, and EOR, without the Platform's involvement.
• 1.7. Key Services:
  • 1.7.1. Permanent Hiring: Connects companies with full-time employees suited for long-term roles within biotech organizations.
  • 1.7.2. Temporary Hiring (via EOR, 3–12 months): Staffing services for short-term roles to address business demands such as project deadlines, staffing shortages, or parental leave coverage.
  • 1.7.3. Freelance Projects: Supports companies in engaging freelance professionals for project-based work or interim needs across areas such as data analysis, regulatory submissions, or technical writing.
  • 1.7.4. Paid Interviews: Allows Clients to compensate candidates for their time spent in the interview process, enhancing the candidate experience.
  • 1.7.5. Extended Interviews: Multi-day trial assignments combining elements of freelance work with candidate evaluation, allowing companies to assess a candidate's fit before making a formal hiring decision.
  • 1.7.6. Consulting Services: Connects businesses with consultants specializing in biotech and life sciences, offering strategic or technical advice on compliance, clinical trial design, or market strategy.
• 1.8. User: A Client or Talent taking part in the Marketplace of the Platform.
• 1.9. Public Profile / User Profile: A profile created by Talent or Clients on the Platform, which may include work history, skills, or business information. Personal information (e.g., home address, Social Security number) is not required for a public profile. If included by users, it is at their discretion and risk, and the Platform is not responsible for any misuse of such information.

2. Platform Scope and Role

This section defines and limits the scope of the Platform's role as a Marketplace. The Platform does not provide biotech or scientific services, nor does it assume any responsibility for the quality, outcome, or performance of work provided through it.

2.1. Marketplace and Facilitator Role

• 2.1.1. The Platform serves solely as a Marketplace for connecting Clients with Talent, including full-time hires, temporary hires, freelancers, consultants, and candidates for interviews.
• 2.1.2. The Platform does not employ Talent directly. All agreements between Talent, Clients, and EOR are managed exclusively by those parties.
• 2.1.3. Freelancers and consultants operate independently under terms they negotiate with Clients. The Platform does not manage, oversee, or guarantee the quality, performance, or results of these services.

2.2. Employment Relationship Disclaimer

• 2.2.1. No employment relationship exists between the Platform and any Talent or Client.
• 2.2.1.1. Permanent Employees enter into employment agreements directly with Clients.
• 2.2.1.2. Temporary Employees are managed by third-party EOR services, not the Platform.
• 2.2.1.3. Freelancers and Consultants are independent contractors whose arrangements are managed directly between them and the Client.

2.3. Compensation, Payment, and Rates

• All rates, compensation, and working hours are negotiated directly between Talent and Clients.
• The Platform sets fees for using the Marketplace but does not regulate or verify pay agreements.
• The Platform is not responsible for disputes over payment, rates, working conditions, or hours.

2.4. EOR Services and Liability Disclaimer

• For temporary positions, the Platform may facilitate connections with an EOR service to manage employment, payroll, and compliance.
• The EOR agreement is entirely between the Client, Talent, and the EOR. The Platform bears no responsibility for the EOR's services or any related disputes.

2.5. No Responsibility for Work Quality or Outcomes

• 2.5.1. The Platform does not manage, supervise, or guarantee the quality, results, or outcomes of any services provided through it.
• 2.5.2. Clients are solely responsible for evaluating Talent, setting expectations, and ensuring satisfactory completion of projects.
• 2.5.3. Disputes related to performance, deadlines, or quality are the responsibility of the Client and Talent to resolve.

2.6. Non-Involvement in Biotechnology Services

• 2.6.1. The Platform is not in the business of providing biotechnology, scientific, or research services.
• 2.6.2. The Platform's role is strictly limited to facilitating connections between Clients and Talent within the biotech and life sciences industries.

2.7. Limitations of Liability

• 2.7.1. The Platform does not assume liability for the actions, conduct, or work provided by any Talent, Client, or third-party partner.
• 2.7.2. All legal, compliance, and safety obligations lie with the parties involved.

3. User Conduct and Communication Rules

All Users must adhere to the following conduct rules. Failure to comply may result in suspension, termination, or other actions deemed necessary by the Platform.

3.1. Providing Accurate Information

• Users must provide complete, accurate, and truthful information when creating profiles, posting projects, or engaging in communication on the Platform.
• The Platform is not liable for inaccurate or misleading information submitted by Users.
• Users are responsible for keeping their information current.

3.2. Proprietary and Confidential Information

• Users are discouraged from sharing proprietary or sensitive information until a formal agreement is in place.
• The Platform highly recommends entering into NDAs before disclosing any proprietary information.
• The Platform is not responsible for any loss or misuse of proprietary information disclosed by Users. Any such disclosure is at the sole risk of the disclosing party.
• Users should limit information shared in preliminary discussions.

3.3. Prohibited Conduct

• Hate speech or promotion of discrimination based on race, ethnicity, religion, gender, sexual orientation, disability, or any other protected class.
• Harassment, bullying, or abusive behavior, including sending unwanted messages or making threats.
• Defamatory remarks or false statements intended to harm reputation.
• Fraudulent activities such as impersonation or misrepresentation of qualifications.
• Inappropriate content that does not align with professional standards.

3.4. Platform Circumvention

• All initial communications and transactions must occur through the Platform. Users may not exchange personal contact information until a formal contract is established.
• Users are prohibited from engaging directly with Talent or Clients outside the Platform to avoid paying fees.
• Retroactive fees may apply, and the Platform reserves the right to pursue legal action for circumvention.

3.5. Compliance with Laws and Regulations

• Users must comply with all applicable laws, including employment, labor, tax, and anti-discrimination laws.
• Users are responsible for ensuring they hold any necessary licenses, permits, or certifications.

3.6. Professionalism and Fair Dealing

• Users are expected to maintain professionalism and respect in all interactions.
• Clients must provide clear project descriptions; Talent must deliver agreed-upon work to the best of their abilities.
• Users must act in good faith and conduct negotiations fairly.

3.7. Liability for User Conduct

• The Platform is not liable for disputes, misconduct, or breaches by Users.
• Users are encouraged to resolve disputes amicably.
• The Platform assumes no responsibility for legal consequences resulting from User actions.

3.8. Privacy and Confidentiality

• Users must respect the privacy of others and refrain from sharing personal information without consent.
• Misuse of another User's personal information may result in suspension or termination.

3.9. Reporting Violations

• Users may report violations to the Platform's support team.
• The Platform reserves the right to investigate and take appropriate action, including account suspension or termination.

3.10. Partnerships with Third Parties

Should Biotech United engage in business with third-party platforms or entities to recruit Talent from the Platform, Biotech United will charge a fee.

4. Payment Processing and Financial Disclaimers

4.1. Third-Party Payment Providers

• 4.1.1. All payments are processed through Stripe or through the Employer of Record service.
• 4.1.2. Biotech United does not store or collect any credit card or banking information from Users.
• 4.1.3. The Platform is not responsible for financial data breaches, payment issues, delays, or disputes related to Stripe or other payment processors.

4.2. Platform Fees

• 4.2.1. Subscription and service fees are charged for access to the Platform and other services.
• 4.2.2. All fees are subject to change at the Platform's discretion with prior notice.

5. Data Collection, Use, and Sharing Policy

This section outlines the Platform's practices regarding the collection, use, sharing, and retention of User information. By using the Platform, Users agree to the terms outlined below.

5.1. Data We Collect

The Platform may collect the following types of data from Users to provide services and comply with legal obligations:

• Personal Information: Name, email address, phone number, and other contact details.
• Professional Information: Resumes, portfolios, work experience, skill sets, and other materials uploaded by Users. Talent may also indicate preferences for full-time, temporary, freelance, or consulting roles.
• Tax and Legal Information: For Freelancers or Independent Contractors, Social Security numbers (SSNs), tax identification numbers (TINs), or residential addresses may be collected to issue 1099-NEC forms. This information is stored securely on encrypted servers or through a third-party vault service and will not be shared with third parties beyond legal tax filing requirements.
• Financial Information: Bank account or credit card details are collected and processed by Stripe. The Platform does not directly store or manage financial information.

5.2. Use of Information

• Facilitating Communication and Matching: Connecting Clients and Talent for job opportunities across all engagement types.
• Improving Services: Enhancing Platform functionality, security, and User experience.
• Customer Support: Providing troubleshooting and technical support to Users.
• Compliance with Legal Requirements: Issuing necessary tax documents (e.g., 1099-NEC forms) and complying with relevant regulations.
• Third-Party Services: Enabling external partners, such as EOR providers, to fulfill their functions.

5.3. Sharing and Selling of Information

• Non-Sale of Personal Data: The Platform will not sell Users' personal information, such as contact details or SSNs, to third parties.
• Financial Information: Payment data is collected and managed solely by Stripe and is not retained by the Platform.
• Tax Information: SSNs and other sensitive tax data will only be used for tax reporting purposes and will remain private, encrypted, and accessible only for filing required tax documents.
• Third-Party EOR Providers: Employment-related data, including SSNs or disability/veteran status, will only be shared with the EOR provider. Any agreements between Talent and the EOR provider are independent of the Platform.

5.4. Aggregated and Anonymized Data

The Platform reserves the right to retain and share anonymized data (e.g., aggregate user statistics or job market trends) with third parties for business analysis, research, or partnerships. This data will not include personally identifiable information (PII).

5.5. Publicly Available Information

Any information made public on the Platform (e.g., professional profiles) can be collected, stored, and shared by the Platform for business purposes. Users control the visibility of their profiles through their privacy settings.

5.6. Data Retention and Deletion

• User-Requested Deletion: Users may request deletion of their personal data by contacting the Platform's support team.
• Retention for Legal or Operational Purposes: Some data, such as tax records or legal documents, may need to be retained for compliance with laws and regulations.
• Career Histories and Uploaded Files: Professional data (e.g., resumes, job histories) may be retained indefinitely unless a deletion request is made.
• Anonymized Data: Information that has been anonymized is not subject to deletion requests, as it no longer constitutes personal data.

5.7. Data Security and Liability Limitations

• Encryption: Sensitive information, including SSNs and tax data, will be encrypted when stored on the Platform's servers or within third-party services.
• Reasonable Safeguards: The Platform employs technical and organizational measures to protect User data, but absolute security cannot be guaranteed.
• User Responsibility: Users are responsible for protecting sensitive or proprietary information they upload to the Platform by using NDAs or other agreements.
• Liability Limitations: The Platform is not liable for data breaches caused by third-party providers, user actions, or system failures beyond its control.

5.8. Third-Party Integrations and Partners

• Payment Processing: Financial information is processed by Stripe and is subject to Stripe's privacy policies.
• EOR Providers: For temporary roles, EOR providers may collect and manage sensitive employment-related information such as SSNs and disability status. Users should review the policies of the respective EOR provider.
• No Platform Liability for Third-Party Services: The Platform is not responsible for data management by third-party providers.

5.9. User Responsibility and Best Practices

• Minimize Sensitive Information: Avoid including sensitive data (e.g., home addresses or SSNs) in materials such as resumes.
• Use NDAs for Proprietary Information: When sharing proprietary information, protect it with appropriate legal agreements.
• Monitor and Manage Data: Ensure information provided on the Platform is accurate, up-to-date, and relevant.

5.10. Changes to the Data Policy

The Platform reserves the right to update or modify this data policy at any time. Material changes will be communicated to Users through email or Platform announcements. Continued use of the Platform constitutes acceptance of the revised policy.

6. Client Responsibility for Training and Safety

6.1. Training and Support Obligations

• Clients are responsible for providing required training, support, tools, and equipment for Talent, particularly for permanent and temporary hires.
• For freelancers and consultants, equipment provision is generally not required from the Client. If additional equipment is needed, the responsibility to arrange those terms lies solely between the Client and the freelancer or consultant.
• The Platform assumes no responsibility for disputes regarding equipment, tools, or training between Client and Talent.

6.2. Workplace Safety Responsibilities

• Regardless of engagement type — permanent hire, temporary hire, freelancer, consultant, or any interview type — Clients bear full responsibility for ensuring a safe working environment, whether on-site or remote.
• Clients must ensure the work environment complies with applicable health and safety laws and industry best practices.

6.3. Liability for Accidents, Injuries, and Workplace Incidents

• The Platform is not liable for any injuries, illnesses, accidents, or workplace incidents during the execution of services.
• Clients assume full liability for any incidents or injuries arising from work performed under any contract facilitated through the Platform, including permanent hires, temporary employees, freelancers, consultants, and interviewees.

6.4. Negligence and Disputes During Service Execution

• The Platform assumes no responsibility for negligence, errors, or omissions during service execution.
• Disputes between Client and Talent are the sole responsibility of the parties involved.
• The Platform will not mediate disputes unless specifically stated in a separate agreement.

6.5. Insurance and Indemnification

• Clients, Freelancers, Consultants, and Interviewees are encouraged to maintain appropriate insurance coverage for accidents, injuries, and other liabilities.
• Clients, freelancers, consultants, and interviewees agree to indemnify and hold the Platform harmless from any claims, liabilities, damages, or expenses resulting from any injury, accident, or allegations of negligence or harassment involving Talent engaged through the Platform.

7. Indemnification and Platform Liability Limitation

7.1. Indemnification

• Clients and Talent must indemnify, defend, and hold harmless Biotech United and its officers, employees, affiliates, and partners from any claims, damages, liabilities, costs, or expenses (including legal fees) arising from their actions, negligence, willful misconduct, breach of these Terms, or violation of applicable laws.
• Users agree to cooperate fully in the defense of any claim.
• Failure to indemnify may result in account suspension or termination.

7.2. Platform Liability Cap

• Biotech United's liability is limited to the total amount of fees the User has paid in the preceding 12 months before the claim.
• The Platform is not liable for loss of profits, reputation, or business, nor for indirect, incidental, or consequential damages, even if foreseeable.
• Liability limitations may not apply where prohibited by law (e.g., certain consumer protection laws).

8. Dispute Resolution and Governing Law

8.1. Dispute Resolution Process

• Users are encouraged to attempt resolution through negotiation or mediation.
• Biotech United may assist with dispute mediation but is under no legal obligation to do so.
• If disputes are not resolved within 30 days, parties may pursue legal remedies under the governing law.

8.2. Governing Law and Jurisdiction

• These terms are governed by the laws of the State of California.
• Disputes will be resolved exclusively in Federal and State courts in California, U.S.A.

9. Termination and Account Suspension

9.1. Right to Terminate or Suspend Accounts

• Accounts may be suspended or terminated for violation of Platform rules, misuse, fraudulent activities, or circumventing Platform fees or payment systems.

9.2. Notice and Appeals

• Users will receive written notice of termination, with a 14-day period to appeal.
• Appeals will be reviewed on a case-by-case basis, and Biotech United's decision will be final.

9.3. Account Inactivity

• Accounts inactive for 12 months may be deactivated.
• Users may request reactivation within 30 days of deactivation.

9.4. Restrictions on Email Domains and Client Verification

• All Client accounts must be registered using a company email domain matching the Client's business (e.g., @companyname.com).
• Personal email addresses from domains such as Gmail, Outlook, Hotmail, or Yahoo are not permitted.
• Accounts created with personal email domains will be removed promptly.

9.5. Prohibition of Competitor Accounts

• Staffing agencies, recruitment firms, or competing platforms are not permitted to create accounts on the Platform unless expressly authorized.
• Unauthorized accounts will be removed immediately. Biotech United reserves the right to ban IP addresses associated with such businesses.

10. Intellectual Property and Confidentiality

10.1. Platform Intellectual Property

• All content, software, logos, and trademarks are the exclusive property of Biotech United.
• Users may not copy, distribute, modify, or reverse-engineer Platform elements without written permission. Unauthorized use may result in suspension and legal action.

10.2. User Data and Confidentiality

• Users must secure any confidential information exchanged on the Platform.
• Biotech United is not liable for unauthorized disclosures by other Users.
• Users should protect sensitive information with NDAs or similar agreements.

11. Force Majeure

Biotech United is not liable for delays or interruptions caused by circumstances beyond its control, including:

• Natural disasters (e.g., earthquakes, floods, wildfires, droughts).
• Power or internet outages.
• Labor strikes, pandemics, or government actions.
• Warfare, revolts, riots, protests, or human-made destruction or violence.

The Platform will make reasonable efforts to resume services as soon as possible.

12. Feedback and Reviews

12.1. User Reviews

• Clients and Talent may leave feedback on completed projects.
• Biotech United reserves the right to remove reviews containing harassment, discrimination, defamatory language, irrelevant content, or promotional material.

12.2. Dispute of Reviews

• Users may challenge unfair reviews, and the Platform will investigate the complaint.

13. Service Changes and Platform Modifications

13.1. Right to Modify Services

• Biotech United may change, suspend, or discontinue services with reasonable notice.
• The Platform is not responsible for any inconvenience resulting from service modifications.

13.2. Policy Updates

• Users will receive email or Platform notifications about material changes to policies.
• Continued use of the Platform after updates constitutes acceptance of the revised terms.

14. Confidentiality of Paid and Extended Interviews

• Information shared during paid or extended interviews must remain confidential.
• Neither party may disclose interview content without mutual consent.
• Participation in paid interviews does not guarantee employment or further engagement.

15. Tax Obligations

• Users are responsible for reporting income and paying taxes in their jurisdictions.
• Biotech United does not withhold taxes, remit taxes, or provide tax advice. Users should consult tax professionals for guidance.
• Freelancers or independent contractors receiving payments above the applicable threshold will receive 1099-NEC forms.

16. Fraud Prevention and Identity Verification

16.1. Verification Requirements

• The Platform may require identity verification to protect against fraudulent activity, including verifying government-issued ID or other relevant documents.

16.2. Fraudulent Activity

• Accounts found engaging in fraud will be suspended immediately.
• Fraudulent behavior may be reported to appropriate authorities, including law enforcement.

17. No Warranty Disclaimer

• Biotech United provides services on an "as-is" and "as-available" basis, without any warranties, express or implied.
• The Platform does not guarantee uninterrupted access or availability.
• To the extent permitted by law, any implied warranties, including fitness for a particular purpose, are disclaimed.