Science Exchange, Inc. Terms of Service

Last updated: April 10, 2012

Welcome to scienceexchange.com, the website and online service of Science Exchange, Inc. (collectively "Science Exchange", "we", or "us"). These terms and conditions (collectively the “Terms” or the “Agreement”) apply to our online and/or mobile services, website and any web services or applications owned, controlled, or offered by Science Exchange (collectively the “Service”).

OVERVIEW OF SCIENCE EXCHANGE SERVICE AND UPDATES

Accessing our Service. By accessing or using the Service, whether or not you register to use the Service, you signify that you agree to be bound by these Terms of Service and to the collection, use and disclosure of your information as set forth in our Privacy Policy. You may use the Service only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Science Exchange. If you are using the Service on behalf of a company, university, institute, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

Updating the Terms. We may, in our sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement, we will update the ‘last modified’ date at the top of this page. If there are material changes to this Agreement, we will notify you either by prominently posting a notice of such changes prior to implementing the change or by directly sending you a notification. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you 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. This Agreement applies to all visitors, users, and others who access any or all of the Service (“Users”).

USE OF SERVICES

Purpose. Science Exchange is an online marketplace for science experiments. Our goal is to make it easier for researchers to access core resources across institutions.

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

  • Requesters: Requesters may create profiles, post requests for Experiment Services, and identify, communicate with, contract with, manage, pay and rate (and get rated by) Providers.
  • Providers: Providers may create profiles, advertise capabilities, submit estimates for Experiment Services, and communicate with, contract with, invoice, receive payment from and rate (and get rated by) Requesters.

Transacting through the Service; Service Contract. A Requester and Provider are deemed to be entering an agreement to perform Experiment Services through the Service when a Requester accepts a Provider’s estimate for Experiment Services on the Service. In such an instance, the Requester agrees to pay for, and the Provider agrees to perform, the Experiment Services in accordance with the following agreements: (1) these Terms; and (2) additional contractual provisions accepted by both Requester and Provider and uploaded to the Service, to the extent not inconsistent with these Terms (a “Service Contract”).

Compliance with Law and University Policies; Authority. By posting, accepting, or otherwise entering into a Service Contract, you represent and warrant that the Service Contract and/or any Experiment Services you provide together with any other content you provide complies with all applicable laws, regulations, and university policies and agreements, and does not violate any third party rights. You acknowledge and agree that you have the requisite authority and are authorized to (1) enter into this Agreement; and (2) enter into any Service Contracts and/or to obtain or provide any and all Experiment Services included under a Service Contract in accordance with this Agreement.

Science Exchange is not a party to Service Contract, transactions. Science Exchange is not a party to a Service Contract or to the communication, dealing, contracting or fulfillment of Experiment Services between a Requester and a Provider. Science Exchange has no control over and does not guarantee the quality, safety or legality of Experiment Services advertised; the truth or accuracy of Experiment Services listings; the qualifications, background, or abilities of Members; the ability of Providers to deliver Experiment Services; the contents of any Service Contract, or whether a Requester or Provider can or will actually complete a transaction. Science Exchange does not take part in the interaction between Requesters and Providers except to facilitate payments for Experiment Services arranged through the Service as further described below. All rights and obligations for the performance, purchase and sale of Experiment Services are solely between the Requester and the Provider.

Service Fee and Payment. The Total Fee shown to Requesters for Experiment Services transacted through the Service includes both an Experiment Fee that the Provider earns for performing the Experimental Services and a Service Fee that Science Exchange earns for creating, hosting, maintaining, and providing the Service. The amounts of both the Experiment Fee and the Service Fee are clearly shown to the Requester on each Estimate Page. If a Requester elects to use the Science Exchange payment platform, the Requester will be billed for the Total Fee and the Provider will be paid the Experiment Fee, in accordance with our payment terms.

Account types. Your Science Exchange account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. Your account (including feedback) is not transferable, and any transfer or attempted transfer to another party is null and void.

Unauthorized use; Passwords. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for any losses caused by any unauthorized use of your account.

Account Settings; Use of e-mail address. You may control your User profile and how you interact with the Service by changing the settings in the Account Settings section. By providing us your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in the Account Settings section. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Use of Personal Information in Communications. To prevent direct or indirect attempts to circumvent the Service, Science Exchange has the right, but not the obligation, to prevent Users from including email addresses, phone numbers, and other personal information in communications sent via the Service.

SCIENCE EXCHANGE CONTENT

Science Exchange Content. Except for your content posted by you on the Service, you agree that the Service and all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, 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, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Science Exchange Content. Use of the Science Exchange Content for any purpose not expressly permitted by these Terms is not permitted.

Our license to you. Subject to the terms and conditions of these Terms, we grant you 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, Science Exchange reserves all other rights and no other rights are granted by implication or otherwise.

LICENSES AND SERVICE ACCESS

Restrictions on Use. You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, you agree that you 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 you 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 the 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 we 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 your affiliation with a person or entity, (k) conduct fraud, (l) hide or attempt to hide your identity; or (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. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

SECURITY

Science Exchange cares about the integrity and security of your personal information and User content. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information or User content for improper purposes. You acknowledge that you provide your personal information and User content at your own risk.

RESOLUTION OF DISPUTES

Overview. If a dispute arises between you and Science Exchange, our goal is to resolve such dispute quickly and cost-effectively. Accordingly, you agree that any claim or controversy you have with us at law or equity that arises out of or relates to this Agreement or the Services will be resolved in accordance with the terms of this Section 8. Before resorting to these alternatives, you agree to first contact Science Exchange directly to seek dispute assistance using the disputes@scienceexchange.com address.

Arbitration. In the unlikely event that Science Exchange has not been able to resolve a dispute with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and Science Exchange agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, and administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SCIENCE EXCHANGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

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 you access a third party website from the Service, you do so at your own risk, and you understand that neither this Agreement nor Science Exchange’s Privacy Policy apply to your use of such sites. You expressly agree that Science Exchange will have no liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Science Exchange shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

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. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SERVICE BY ANY THIRD PARTY.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR LICENSORS OR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU 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.

WE WILL HAVE NO LIABILITY TO YOU THAT ARISES OUT OF OR RELATES TO ANY TRANSACTION THAT IS PERFORMED USING THE SERVICE OR ANY DISPUTE, CONTROVERSY OR CLAIM THAT ARISES OUT OF OR RELATES TO TRANSACTIONS PERFORMED BETWEEN YOU AND OTHERS THROUGH THE SERVICE. IN ADDITION, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (WHETHER DIRECT OR INDIRECT) ARISING OUT OF OR RELATED TO EXPERIMENTAL SERVICES OR SERVICE CONTRACTS ENTERED INTO WITH RESPECT TO EXPERIMENTAL SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN THIS AGREEMENT, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU 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 GREATER OF (A) $1,000, OR (B) THE AGGREGATE AMOUNT OF FEES ACTUALLY COLLECTED BY US FROM YOU 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. You may not use the Service if you are 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. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

RELEASE

If you have a dispute, controversy or claim with or against another User or a third party, you agree to, and do hereby, release Science Exchange (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

This release will not apply if the cause of the dispute is our failure to meet one of our obligations under the Terms of Service.

ASSIGNMENT

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Science Exchange without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

NOTIFICATION PROCEDURES

Unless otherwise expressly stated in these Terms, Science Exchange may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on scienceexchange.com, 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 you may opt out of certain means of notification as described in this Agreement. Science Exchange is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

ENTIRE AGREEMENT / SEVERABILITY

These Terms, together with any amendments and any additional agreements you may enter into with Science Exchange in connection with the Service, shall constitute the entire agreement between you and Science Exchange concerning the Service. If any provision or portion of a provisions of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining portion of such provision and any other provisions of this Agreement, which shall remain in full force and effect.

NO WAIVER

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Science Exchange’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

CONTACTING US

If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Science Exchange Customer Support at support@scienceexchange.com.