Science Exchange, Inc. Terms of Use

Last updated: August 22, 2016

Welcome to Science Exchange, the website and online service of Science Exchange, Inc., which is located at scienceexchange.com (collectively "Science Exchange", "we", or "us"). These terms and conditions (collectively the “Terms” or the “Agreement”) govern the use of our website and any web services or applications owned, controlled, or offered by Science Exchange (collectively the “Service(s)”). This Agreement applies to all visitors, users, and others who access any or all of the Service (hereinafter “User” or “Users”). Science Exchange and User may individually be referred to as the “Party” or collectively as the “Parties”. Please review the following Terms carefully. By accessing or using the Service, User signify its agreement to these Terms of Use.  If User do not agree to these Terms of Use, User may not access or use the Service.

1. OVERVIEW OF SCIENCE EXCHANGE SERVICE AND UPDATES

Accessing our Service. By accessing or using the Service, whether or not User registers to use the Service, User, and the institution User represents, agree to be bound by these Terms of Use, PO Terms (www.scienceexchange.com/po-terms) and to the collection, use and disclosure of your information as set forth in our Privacy Policy. Furthermore, User represents and warrant that User has the authority or have received approval to bind User’s institution. User may use the Service only in compliance with this Agreement and all applicable laws and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement.

Updating the Terms. Science Exchange may, in its sole discretion, modify or update this Agreement from time to time, and so User should review this page periodically. When Science Exchange changes the Agreement, it will update the ‘last modified’ date at the top of this page. Furthermore, Science Exchange will endeavor to provide notice reasonably calculated to provide notice to User of the change. If there are material changes to this Agreement, Science Exchange will notify User either by prominently posting a notice of such changes or by directly sending User a notification. Notwithstanding the foregoing, User’s continued use of the Service after any such change constitutes its acceptance of the new Terms of Use. If User do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

2. USE OF SERVICES

Requesters and Service Providers. Science Exchange makes the Service available as an online venue where individuals seeking to order scientific experiments (“Requester(s)”) and individuals, institutions or companies providing scientific experiments (“Service Provider(s)”) identify each other and work together to define, complete and pay for scientific experiments (“Orders”). The Service contains features that enable Requesters and Service Providers to do, among other things, the following:

- Requesters: Requesters may create profiles, order experiments, manage Orders, and rate Service Providers. Requesters pay Service Providers via Science Exchange.

- Service Providers: Service Providers may apply for a Science Exchange storefront. If accepted, they may advertise capabilities, submit Quotes to Requesters for Orders, manage Orders, and get rated by Requesters. Service Providers receive payment via Science Exchange.

- Users shall not use the Service to find a Service Provider or a Requester and then order or provide scientific experiments outside of the Service, in order to circumvent the obligation to pay any fees due under this Agreement or for any other reasons. In the event User violates this non-circumvention clause and it is deemed, based on the reasonable determination of Science Exchange, that the violation was intentional; Science Exchange, at its option, may charge User the Service Fee(s) that would have been earned by Science Exchange, but for the circumvention.

Accounts. Your Science Exchange account gives User access to the Service and functionality offered by Science Exchange. Users account is not transferable, and User may never use another User’s account without express written consent. Science Exchange in its sole discretion, may, at any time use a User’s account to facilitate discussions, mediate disputes, mark Orders as complete or to take actions on a User’s behalf, as Science Exchange deems necessary. When creating User’s account, User must provide accurate and complete information. User is solely responsible for the activity that occurs on its account, and it must keep its account password secure. User must notify Science Exchange immediately of any breach of security or unauthorized use of User’s account. Science Exchange will not be liable for any losses caused by any unauthorized use of User’s account.

Requester Payments. Requesters must pay Service Providers for Orders via Science Exchange and Service Providers must receive payment for Orders via Science Exchange (as described in the non-circumvention policy in Section 2). By doing so, the Requester receives Intellectual Property and Confidentiality protection and the Service Provider receives assurance that it will receive payment from Science Exchange once an Order is complete in accordance with the Statement of Work. The Requester will be invoiced for the total cost of the services that were performed in accordance with the applicable Order. The total cost will be inclusive of all applicable fees including, but not limited to a service fee, shipping fees and applicable taxes. Upon indication on the Service that the Order is complete, Science Exchange will make available on the Service [and email] an invoice for the applicable total. Except as otherwise indicated on the invoice, Requester agrees to pay Science Exchange or our third party payment processor the total (“Service Fee”), and any other fees and taxes that may accrue in relation to use of the Service (if any), indicated on the invoice via credit card, wire transfer or check made out to “Science Exchange, Inc.” within thirty (30) days of obtaining access to such invoice. All fees and payments are non-refundable and non-transferable except as expressly provided in these Terms. Science Exchange has no obligation to provide refunds or credits relating to any Orders, but may do so in Science Exchange’s sole discretion. In the event that that a Requester’s Order exceeds $3,000, Science Exchange at its own discretion may ask the Requester to complete a credit card authorization form which may be used as payment once the Order has been completed.

Account Settings; Use of e-mail address. User may control their User profile and how User interacts with the Service by changing the settings in the Account Settings section. By providing Science Exchange User’s email address, User consents to Science Exchange using the email address to send User any information deemed necessary by Science Exchange, including any notices required by law, in lieu of communication by postal mail.

3. SCIENCE EXCHANGE CONTENT

Science Exchange Content. Except for User’s content posted by User on the Service, User agrees that the Service and all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs and other content within the Service and all intellectual property rights in the foregoing (collectively, the “Science Exchange Content”) are the exclusive property of Science Exchange and its licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license to Science Exchange Content. Use of the Science Exchange Content for any purpose not expressly permitted by these Terms is strictly prohibited.

Our license to User. Subject to the terms and conditions of these Terms, Science Exchange grants User a limited, non-transferable, and revocable license to use the Service, including accessing and viewing Science Exchange Content, as expressly permitted by the features of the Service. Science Exchange may terminate this license at any time for any reason or no reason. Except for the rights and licenses expressly granted herein, Science Exchange reserves all other rights and no other rights are granted by implication or otherwise.

4. CONFIDENTIALITY

Users at their own discretion may disclose Confidential Information to the other Users through the Service. For purposes of this Agreement, “Confidential Information” shall mean any and all information including but not limited to financial information, know-how, intellectual property, plans, documents (including any and all Quotes), marketing information, business and financial information, formulas, designs, calculations, facilities, reports, models, agreements, methods, inventions, discoveries, research concepts, and patents however recorded or preserved that is provided or disclosed by a User “Disclosing Party” to the other “Receiving Party” in performance of an Order, contemplation of an Order or by any other means whether in writing, orally, pictorially or through other tangible materials. Confidential Information will not include information that Receiving Party can demonstrate through written records: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving User; (ii) was known by the receiving User prior to receiving such information from the disclosing User and without restriction as to use or disclosure; (iii) is rightfully acquired by the receiving User from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving User without access to any Confidential Information of the disclosing User.

Each User agrees, throughout the use of the Service and thereafter: (i) to maintain all Confidential Information in strict confidence, using at least the same standard of care that such User uses in protecting its own Confidential Information of a similar nature, which will in no event be less than a reasonable standard of care; (ii) not to disclose Confidential Information of the other User to any third parties without first obtaining the other User’s prior written consent to such disclosure; (iii) in the case of Service Provider, not to use Confidential Information of Requester for any purpose except to facilitate discussions via the Service or in the event that such discussions lead to an Order, to perform the Scientific Services in accordance with the Order; (iv) to maintain reasonable security measures to protect the Confidential Information of the other User against loss, theft or destruction; and (v) to return or destroy all Confidential Information of the other User at the other User’s direction. Each User will notify the other of any unauthorized transfer, disclosure, loss, or use of any Confidential Information of the other User. These confidentiality provisions will not restrict either User from disclosing Confidential Information of the other User to the extent required by law provided that such User makes reasonable efforts to give the other User reasonable advance notice of such required disclosure.

The confidentiality restrictions contained herein shall survive for a period of five (5) years after the expiration or termination date of this Agreement.

Receiving Party agrees that Disclosing party may have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. The Receiving Party understands and agrees that any unauthorized use or disclosure of Disclosing Party’s Confidential Information shall constitute a breach of this Agreement. Such unauthorized use or disclosure will cause Disclosing party irreparable harm leaving it without a sufficient legal remedy and in addition to all other remedies, shall entitle Disclosing Party to seek injunctive relief.

5. SERVICE ACCESS

Restrictions on Use. User agree that User will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, User agree that it will not engage in any of the following prohibited activities: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content User have submitted to the Service) from the Service, any software code that is part of the Service, or any services that are offered on the Service without our express written permission; (c) interfere or attempt to interfere with the proper operation of the Service or any activities conducted on the Service; (d) bypass any measures Science Exchange may use to prevent or restrict access to the Service or any subparts of the Service including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (g) upload invalid data, viruses, worms, or other software agents through or to the Service; (h) collect or harvest any personally identifiable information, including account names, from the Service; (i) access any content on the Service through any technology or means other than those provided or authorized by the Service; (j) impersonate another person or otherwise misrepresent User’s affiliation with a person or entity, (k) conduct fraud, (l) hide or attempt to hide User’s identity; (m) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products or services.

Changes, Termination, and Suspension.Science Exchange may, without prior notice, change the Service; stop providing the Service or features of the Service, to User or to Users generally; or create usage limits for the Service. At its sole discretion, Science Exchange may permanently or temporarily terminate or suspend User’s access to the Service without notice and liability for any reason, including if in our sole determination User has violated any provision of these Terms, or for no reason. Upon termination for any reason or no reason, User continues to be bound by this Agreement, and any Terms of this Agreement, which by their nature should survive termination, shall do so.

6. THIRD PARTY LINKS

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Science Exchange. Science Exchange does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If User accesses a third party website from the Service, User do so at its own risk, and User understands that neither this Agreement nor Science Exchange’s Privacy Policy apply to User’s use of such sites.

7. WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED BY SCIENCE EXCHANGE ON AN "AS IS," “AS AVAILABLE” BASIS, AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING OUT OF STATUTE, IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. SCIENCE EXCHANGE MAKES NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SERVICE BY ANY THIRD PARTY OR ANY OUTCOME AS A RESULT OF AN ORDER.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL SCIENCE EXCHANGE OR ITS LICENSORS OR ANY THIRD-PARTY BE LIABLE TO USER OR ANY OTHER USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN THIS AGREEMENT, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (A) $1,000,000 OR (B) THE AGGREGATE AMOUNT OF FEES ACTUALLY COLLECTED BY SCIENCE EXCHANGE FROM USER FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

The Service is controlled and operated from its facilities in the United States. Science Exchange makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. User may not use the Service if User is a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

9. MODEL CONTRACTS

If User uses the Service from any country within the EU, please notify legal@scienceexchange.com so that we may enter into a Model Contract pursuant to Article 26(2) of the EU Data Protection Directive 95/46/EC. The purpose is to establish safeguards to allow for the transfer of personal data from the EU to countries (such as the U.S.) that are not otherwise deemed to provide “adequate” protection for the data.

10. NOTIFICATION PROCEDURES

Unless otherwise expressly stated in these Terms, Science Exchange may provide notifications to User via email, written or hard copy notice, or through posting of such notice on scienceexchange.com, whether such notifications are required by law or are for marketing or other business related purposes, as determined by Science Exchange in our sole discretion. Science Exchange reserves the right to determine the form and means of providing notifications to our Users, provided that User may opt out of certain means of notification as described in this Agreement. Science Exchange is not responsible for any automatic filtering User or User network provider may apply to email notifications we send to the email address User provide Science Exchage.