Terms

Terms of Use

Science Exchange, Inc. Terms of Use

Last updated: November 16, 2021

Welcome to Science Exchange, the website and online service of Science Exchange, Inc., which is located at https://www.scienceexchange.com (collectively "Science Exchange"). These terms and conditions (collectively the "Terms" or the "Agreement") govern the use of Science Exchange’s 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. This Agreement is effective as of the date User(s) clicks “Accepted and Agreed To,” or e-signs this Agreement, or accesses or uses the Service, the “Effective Date”). If User does not agree to these Terms of Use, User may not access or use the Service.

1. OVERVIEW OF SCIENCE EXCHANGE SERVICE AND UPDATES

Accessing the Service. BBy 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, Science Exchange, Inc. Supplier Agreement (FKA “Provider Agreement”) and/or Requester Master Service Agreement, as the case may be, and to the collection, use and disclosure of personal information relating to User as set forth in our Privacy Policy. Furthermore, User represents and warrants 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. If User and Science Exchange have entered into a Master Services Agreement ("MSA") or with respect to Suppliers (FKA “Service Providers”), the MSA or Supplier Agreement Terms shall supplant these Terms in all applicable areas, as between Science Exchange and such User(s). For the avoidance of doubt Articles 3, 5 and 6-10 shall apply to all Users.

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, which notification may be made electronically via the Service. 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 does 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 ("Supplier(s)") identify each other and work together to define, complete and pay for scientific experiments ("Orders"). The Service contains features that enable Requesters and Suppliers to do, among other things, the following:

  • Requesters: Requesters may create profiles, order experiments, manage Orders, and rate Suppliers. Requesters pay Suppliers via Science Exchange (as described below).
  • Suppliers: Suppliers 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. User’s Science Exchange account gives User access to the Service and functionality offered by Science Exchange. User’s account is not transferable, and User may never use another User’s account without express written consent. When creating User’s account, User must provide complete and accurate billing and contact information to Science Exchange and promptly notify Science Exchange in writing of any changes to such information. User is solely responsible for any and all liabilities related to failing to provide accurate billing 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 Suppliers for Orders via Science Exchange and Suppliers must receive payment for Orders via Science Exchange (as described in the non-circumvention policy in Article 2). By doing so, the Requester receives Intellectual Property and Confidentiality protection and the Supplier receives assurance that it will receive payment from Science Exchange once an Order is complete in accordance with the Quote/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, if applicable, 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 via email] an invoice for the applicable total. Except as otherwise indicated on the invoice, Requester agrees to pay Science Exchange or Science Exchange’s third-party payment processor the total ("Order Fee"), and any other fees and taxes that may accrue in relation to use of the Service (if any), indicated on the invoice via ACH transfer, wire transfer, check made out to "Science Exchange, Inc.", or other accepted method, within thirty (30) days from the date on such invoice. All fees and payments are non-refundable and non-transferable except as expressly provided in these Terms or pursuant to a Master Service Agreement with Science Exchange. Science Exchange has no obligation to provide refunds or credits relating to any Orders, but may do so in Science Exchange’s sole discretion. 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 article. 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. (a) Except for Performance Metrics (as defined below), User(s) retain(s) all right, title, and interest in and to any User(s)’ content posted, uploaded, submitted or stored by User(s) or on behalf of User(s) on the Service and which Science Exchange uses to provide the Service to User(s) (“User Data”). User(s) grant(s) Science Exchange a non-exclusive, worldwide, royalty-free license to (i) collect, use, copy, store, transmit, modify, and create derivative works of User Data and solely to the extent necessary to provide the Service to User(s) or improve the Service; and, (ii) to distribute, publicly perform, and display User Data as User(s) direct(s) or enable(s) through the Service. User(s) also hereby grant(s) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Performance Metrics. Science Exchange shall not give any third party access to User(s)’ Data, except Suppliers and its licensors who are subject to binding agreements. Science Exchange shall have no responsibility or liability for the accuracy of data posted, uploaded, submitted, or stored to the Service, including without limitation any other User(s) Data and any other data posted, uploaded, submitted or stored to the Service.

(b) 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.

(c) Service Exchange retains all right, title and interest, and all intellectual property rights, in transactional and performance data related to User(s)’ use of the Service, in an aggregated form, based on information reflecting how User(s) use(s) the Service (“Performance Metrics”). User(s) acknowledge(s) that Science Exchange may compile Performance Metrics based on User(s)’ Data input into the Service and use Performance Metrics for its internal business purposes to measure and enhance the functionality and operation of the Service and associated features, products and services, including to develop algorithms, models, reports and other tools of such features, products and services, and to combine it with data from other Users into a new aggregate dataset, including without limitation for distribution to third parties.

(d) Science Exchange has not agreed to and does not agree to treat as confidential any Feedback (as defined below) User(s) provides to Science Exchange, and nothing in these Terms or in the parties’ dealings arising out of or related to these Terms will restrict Science Exchange’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting User(s). Notwithstanding Article 4, below (Confidentiality), Feedback will not be considered User(s)’ Confidential Information or trade secret(s). “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Science Exchange’s Service features, products or services. Science Exchange is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. User(s) hereby assign(s) to Science Exchange on User(s)' behalf, and on behalf of its/their employees, contractors and/or agents, all right, title, and interest in, and Science Exchange is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Science Exchange is not required to use any Feedback.

Our license to User. Subject to and conditioned on User’s payment of the Order Fee and compliance with all other terms and conditions of these Terms, Science Exchange hereby grants User a limited, non-exclusive, non-transferable, and revocable right to access and use the Service, including accessing and viewing Science Exchange Content, solely as expressly permitted by the features of the Service in accordance with the terms and conditions herein, during such term as set forth in an applicable Order. Such use is limited to User’s internal use. Science Exchange may terminate this license at any time for any reason or no reason. Except for the limited rights and licenses expressly granted herein, Science Exchange reserves all other rights and no other rights are granted by implication, waiver, estoppel, 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 know-how, intellectual property, plans, documents, financial information, formulas, designs, calculations, facilities, reports, models, agreements, methods, inventions, discoveries, research concepts, patents, technology, products, chemical compounds and compositions, molecules, precursors, concepts, ideas, plans, processes, specifications, characteristics, techniques, and assays; clinical information such as raw data, scientific preclinical or clinical data, observations, records, databases, dosing regimens, clinical studies or protocols, posters, presentations and abstracts, product pipelines, timelines and schedules; business information such as development, marketing, sales, customer lists, suppliers, consulting relationships, performance and cost structures, pricing and commercialization plans, forecasts, proposals, and any other non-public information or other trade secrets, whether scientific, clinical or financial in nature, 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.

Receiving Party 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 Receiving Party 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 Disclosing Party to any third parties without first obtaining the Disclosing Party’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 Services in accordance with the Order; (IV) to maintain reasonable security measures to protect the Confidential Information of the Disclosing Party against loss, theft or destruction; and (V) to return or destroy all Confidential Information of the Disclosing Party at the Disclosing Party’s direction. Receiving Party will notify the Disclosing Party of any unauthorized transfer, disclosure, loss, or use of any Confidential Information of the Disclosing Party. These confidentiality provisions will not restrict the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent required by law provided that Receiving Party makes reasonable efforts to give the Disclosing Party 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.

Receiving Party acknowledges and agrees that Disclosing Party retains all proprietary rights to the Confidential Information. Nothing in this Agreement shall be construed to grant any rights, express or implied, by license or otherwise, in or to any Confidential Information of Disclosing Party, or any intellectual property or proprietary rights of Disclosing Party, except as specified in this Agreement.

5. SERVICE ACCESS

Restrictions on Use. User agrees that User will not use any robot, spider, scraper or other automated means to access the Service for any purpose without Science Exchange’s express written permission. Additionally, User agrees that it will not engage in any of the following prohibited activities: (a) take any action that imposes or may impose (in Science Exchange’s sole discretion) an unreasonable or disproportionately large load on Science Exchange’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content User has 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 Science Exchange’s 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. Notwithstanding the foregoing, any violation of the payment terms may be considered a violation of this Agreement and may result in discontinuing Service to User.

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 does 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. USER(S) INDEMNIFICATION

User(s) shall indemnify, hold harmless, and, at Science Exchange's option, defend Science Exchange from and against any and all losses, damages, liabilities, costs (including attorneys’ fees) resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the User Data, or any use of the User Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on User(s)’ (i) negligence or willful misconduct; (ii) use of the Service in a manner not authorized by this Agreement; (iii) use of the Service in combination with data, software, hardware, equipment, or technology not provided by Science Exchange or authorized by Science Exchange in writing; or (iv) modifications to the Service not made by Science Exchange, provided that User(s) may not settle any Third-Party Claim against Science Exchange unless Science Exchange consents to such settlement, and further provided that Science Exchange will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

8. 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. SCIENCE EXCHANGE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE , OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER(S)’ OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL SCIENCE EXCHANGE OR ITS LICENSORS OR ANY THIRD-PARTY BE LIABLE TO USER OR ANY OTHER USER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT WILL SCIENCE EXCHANGE’S AGGREGATE LIABILITY TO USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, 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.

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 https://www.scienceexchange.com whether such notifications are required by law or are for marketing or other business related purposes, as determined by Science Exchange in Science Exchange’s sole discretion. Science Exchange reserves the right to determine the form and means of providing notifications to Science Exchange’s Users, provided that User may opt out of certain means of notification by contacting Science Exchange via the notification Users received. Science Exchange is not responsible for any automatic filtering User or User network provider may apply to email notifications sent to the email address User provides Science Exchange.