Tomorrow.bio for Companies, Terms and Conditions
Version 1.1. Effective upon electronic acceptance.
By clicking "I accept" during business account creation, the person accepting (the "Administrator") confirms that they are authorized to bind the company identified at account creation (the "Company"), and the Company enters into these Terms and Conditions (the "Terms") with Tomorrow Biostasis GmbH, Berlin, Germany ("Tomorrow.bio", "we", "us"). Tomorrow.bio records the accepted version, the signatory name, and the time of acceptance, and provides the Company a copy in text form.
1. Definitions
- Business Account: the Company's account at business.tomorrow.bio.
- Administrator: a natural person operating the Business Account on the Company's behalf.
- Seat: one Company-paid Tomorrow.bio membership allocated to one Employee.
- Employee: a person invited by the Company to claim a Seat.
- Member: an Employee who has completed the claim and holds a Tomorrow.bio membership.
- Official Pricing: the membership prices published by Tomorrow.bio, in the currency selected by the Company.
- Member Terms: Tomorrow.bio's terms and policies that govern each membership directly between Tomorrow.bio and the Member.
2. Subject of these Terms
2.1 The Company purchases membership Seats as a benefit for its Employees. Each Seat provides one Employee a Full Journey membership; the Employee personally chooses their path (Biostasis, Lifespan Extension, or both).
2.2 The membership relationship, including all health, contract, document and communication matters, exists directly and exclusively between Tomorrow.bio and the Member under the Member Terms. The Company's role under these Terms is limited to inviting Employees and paying for active Seats. The Company acquires no rights in or access to any membership.
3. Account, Administrators, security
3.1 The Administrator who creates the Business Account represents and warrants that they are authorized to act for the Company. The Company is responsible for the acts and omissions of its Administrators and for keeping account credentials secure.
3.2 The Business Account must be registered under a company email domain. Invitations may only be sent to email addresses under a domain verified for the Company. Tomorrow.bio may require multi-factor authentication.
3.3 The Business Account is not a membership and grants no member benefits.
4. Seats, invitations, claiming
4.1 The Company invites Employees by work email. An invitation becomes an active Seat when the Employee completes the claim and the membership is activated. Activation is not what starts billing; billing starts when the Company completes billing setup under Section 5.3.
4.2 The Employee claims the Seat under a personal email address, which becomes their member identity. The work email is used for the invitation and the Company's seat overview only.
4.3 Tomorrow.bio may decline or cancel invitations that violate these Terms, including addresses outside the verified domain, and may decline a Business Account or Seat where required by applicable law.
4.4 Employees may be invited only after the Company has completed billing setup. Until then the Business Account may be created and used, and no fees are charged.
5. Fees, discounts, billing
5.1 The Company pays per active Seat based on Official Pricing in the currency (USD or EUR) and billing cycle (monthly or yearly) selected at registration, subject to the minimum in Section 5.3. Lifetime plans are not available under Business Accounts.
5.2 Volume discount, applied to all active Seats and recalculated whenever the number of active Seats changes:
| Active Seats | Discount off Official Pricing |
|---|---|
| 1 to 5 | 20% |
| 6 to 10 | 30% |
| 11 to 15 | 40% |
| 16 or more | 50% |
5.3 Minimum billing: 5 Seats. No fees are charged until the Company completes billing setup by saving a valid payment method. The minimum is first charged when billing setup is completed, and recurs each billing cycle thereafter, whether or not any Seat has yet been claimed. If fewer than 5 Seats are active, the Company is billed for 5 Seats at the applicable tier; the unused minimum Seats remain available as credit and are consumed as Seats become active.
5.4 Seats added during a billing cycle are charged pro rata for the remainder of that cycle. The Company receives one invoice per billing cycle.
5.5 All fees are exclusive of taxes. The Company bears any applicable VAT, sales or use tax, GST or similar transaction taxes, excluding taxes on Tomorrow.bio's income. Where the Company is required by law to withhold, it will gross up so that Tomorrow.bio receives the full invoiced amount.
5.6 The discount schedule in force at account creation is recorded with the Company's acceptance and remains in effect for the Company; revised discount schedules apply to new Business Accounts only. Tomorrow.bio may change Official Pricing with at least 30 days prior notice in text form; changes take effect at the start of the next billing cycle after the notice period.
6. Payment, suspension
6.1 A valid payment method must remain on file. Fees are charged automatically to that payment method.
6.2 If a charge fails and is not cured within 14 days after notice, Tomorrow.bio may suspend the Business Account. On suspension, Seats stop being billable and affected Members enter the transition described in Section 8, and the Company remains liable for amounts accrued.
7. Term and termination
7.1 These Terms run indefinitely with no minimum term and no lock-in. The Company may revoke individual Seats or close the Business Account at any time; billing for the affected Seats stops at the end of the running billing cycle, and where the Business Account is closed the minimum under Section 5.3 stops at the end of that same cycle. Fees already paid are non-refundable except where required by law.
7.2 Either party may terminate for good cause, including material breach not cured within 14 days after notice.
8. Seat revocation and member transition
8.1 When a Seat is revoked, for any reason, the Member keeps their membership account and all personal data, documents and contracts.
8.2 The Member has 30 days from revocation to register a personal payment method and continue the membership at their own cost. During this period the membership continues; after it, without a payment method, the membership is handled under the Member Terms.
9. Member data and privacy
9.1 Tomorrow.bio processes Member personal data, including any health data, as an independent data controller under its own privacy notices and under applicable data protection law, including the EU General Data Protection Regulation and applicable US federal and state privacy laws. The Company is the controller (or equivalent) of its own employment data. The parties are not joint controllers, and Tomorrow.bio does not process Member data on the Company's behalf or under its instructions.
9.2 The Company receives no access to Member data. The Business Account shows seat status (invited, active, revoked, transition) and billing information only. The Company receives no information about a Member's chosen path, onboarding status, health data, documents or communications, and has no audit or inspection rights over Member data.
9.3 The Company represents and warrants that it may lawfully provide the invited Employees' work email addresses to Tomorrow.bio for the purpose of the invitation, that it has given any notices required under applicable law, and that it will not seek to obtain Member data from Employees by reason of paying for their Seats.
10. Company-funded arrangements (optional)
10.1 The Company may choose to support an Employee's cryopreservation funding, for example by committing to cover the cryopreservation cost if the Employee dies while employed by the Company (a "Company Guarantee"), or by paying for a life insurance policy for the Employee.
10.2 Any such arrangement is exclusively between the Company and the Employee. Tomorrow.bio is not a party to it, does not underwrite, broker or insure it, and does not enforce it. Where a Member designates the Company as a funding source, Tomorrow.bio records that designation in the Member's funding information as stated by the Member and the Company.
10.3 The Member's biostasis contract remains a personal contract between the Member and Tomorrow.bio, is signed only by the Member, and its funding requirements remain governed by that contract.
11. Warranties, disclaimer
11.1 Tomorrow.bio will provide the Business Account and Seat administration with reasonable skill and care.
11.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOMORROW.BIO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS SECTION DOES NOT LIMIT ANY WARRANTY OR LIABILITY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, AND DOES NOT AFFECT THE MEMBER TERMS.
12. Limitation of liability
12.1 Tomorrow.bio is liable without limitation for intent and gross negligence, for injury to life, body or health, and to the extent liability cannot be limited under applicable mandatory law.
12.2 For simple negligence, Tomorrow.bio is liable only for breach of essential contractual duties (duties whose fulfillment makes the proper performance of these Terms possible at all and on whose fulfillment the Company regularly relies), and such liability is limited to the foreseeable damage typical for this type of contract.
12.3 SUBJECT TO SECTIONS 12.1 AND 12.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS IS CAPPED AT THE FEES PAID BY THE COMPANY UNDER THESE TERMS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP DOES NOT APPLY TO THE COMPANY'S PAYMENT OBLIGATIONS OR TO A BREACH OF SECTION 9.3.
13. Indemnity
The Company will defend and indemnify Tomorrow.bio against third-party claims, including claims by Employees or authorities, arising from the Company's breach of Section 9.3 (lawfulness of providing Employee data) or from Company-funded arrangements under Section 10, except to the extent caused by Tomorrow.bio's own breach of these Terms.
14. Changes to these Terms
Tomorrow.bio may update these Terms with at least 30 days notice in text form. If the Company does not agree, it may close the Business Account before the changes take effect; Section 8 applies to affected Members. Continued use after the effective date constitutes acceptance.
15. General
15.1 Notices may be given in text form (including email to the billing email and in-account notices).
15.2 Neither party is liable for delay or failure caused by events beyond its reasonable control.
15.3 The Company may not assign these Terms without Tomorrow.bio's consent, not to be unreasonably withheld; Tomorrow.bio may assign to an affiliate or in connection with a merger or sale.
15.4 These Terms, together with the referenced policies, are the entire agreement regarding the Business Account and prevail over any Company purchasing terms, which do not apply. The Member Terms govern each membership.
15.5 If a provision is invalid or unenforceable, the remainder stays in force, and the provision is deemed replaced by a valid one closest to its economic intent.
16. Governing law, venue
16.1 These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.
16.2 Exclusive place of jurisdiction is Berlin, Germany, to the extent permitted by applicable law. Each party may seek injunctive relief for data protection or confidentiality breaches in any competent court.
16.3 TO THE EXTENT A DISPUTE IS HEARD IN A US COURT NOTWITHSTANDING SECTION 16.2, EACH PARTY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; DISPUTES MAY BE BROUGHT ONLY IN THE PARTIES' INDIVIDUAL CAPACITY.