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Science Exchange, Inc. Terms of Use

Last updated: July 6, 2015

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”) 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 (“Users”). Please review the following Terms carefully. By accessing or using the Service, you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, you 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 you register to use the Service, you agree to be bound by these Terms of Use 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 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. 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 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.

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.

Accounts. Your Science Exchange account gives you access to the Service and functionality offered by Science Exchange. Your account is not transferable, and you 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 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. 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.

Requester Payments. Requesters must pay Service Providers for Orders via Science Exchange and Service Providers must receive payment for Orders via Science Exchange. 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 (a) a fee that the Service Provider earns for performing the Order (“Service Cost”), (b) a fee that Science Exchange earns for creating, hosting, maintaining, and providing the Service (“Science Exchange Fee”), and (c) any shipping fees that have been authorized in connection with performance of the Order (collectively, the “Total Cost”). Science Exchange sets the Science Exchange Fee, which is calculated as a percentage of the Service Cost. The amounts of both the Service Cost and the Science Exchange Fee are shown to the Requester on each Quote Page as the “Total Cost”. Science Exchange does not set the Service Cost; the applicable Service Provider sets such Service Cost. Accordingly, Service Cost and Science Exchange Fee varies based on the Order in question. 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 Cost. Except as otherwise indicated on the invoice, Requester agrees to pay Science Exchange or our third party payment processor the Total Cost, 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. 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 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 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 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 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 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” means any technical or business information disclosed by one User to another User that, under the circumstances, a person exercising reasonable business judgment would understand to be Confidential or Proprietary. Confidential Information will not include information that: (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.

5. 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 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; (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, 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 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.

7. WARRANTY DISCLAIMER

THE SERVICE, INCLUDING THE SCIENCE EXCHANGE FORM AGREEMENTS, 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 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 WE OR OUR LICENSORS OR ANY THIRD-PARTY 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.

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 LESSER OF (A) $1,000,000 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.

9. NOTIFICATION PROCEDURES

Unless otherwise expressly stated in these Terms, Science Exchange may provide notifications to you 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 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.