SCISPOT SERVICES TERMS AND CONDITIONS AGREEMENT
This SCISPOT SERVICES TERMS AND CONDITIONS AGREEMENT which is inclusive of Terms and Conditions, Acceptable Use Policy, Terms of Use, and Privacy Policy (“Agreement”) is entered into when the customer consents to the terms and conditions (the “Effective Date”) between [Scispot.io Inc.] with a place of business at 151 Charles St W Suite# 199, Kitchener, ON N2G 1H6 (“Scispot”), and the Customer listed above (“Customer”). This Agreement includes and incorporates the plans Scispot offers, be it paid or complimentary as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. The terms used in this document shall be in addition of the law(s) applicable and not inconsistent with any applicable statute(s). Scispot reserves the right to amend the terms and conditions and nothing in these terms and conditions shall restrict the Company from introducing any amendment/modification/, the effect of which might be retrospective in nature. For the purposes of interpretation, this Agreement shall be read as a whole. Any term not defined in these terms and conditions shall have the same meaning as defined in law.
TERMS AND CONDITIONS
RECITALS
“Authorized User” shall mean any person/entity legally authorized to use the services offered by Scispot.
“Customer” shall mean the person/entity who will be purchasing the services of Scispot, whether free or complimentary, and whose name will be reflected in the subscription invoice
“Data” shall mean the information obtained by Scispot or its affiliates from customers and authorized users, and also includes personal and non-personal information.
“Institutional License” shall mean any subscription/plan offered by Scispot which can be accessed by one or more than one authorized user.
“License” shall mean a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services of Scispot for one or more Users associated with an institutional license, a trial subscription to the Services of Scispot granted for one or more Users associated with a Licensee, or any other valid and authorized right/license as permitted by Licensor.
“Licensee” or “You” or “Your” means the company or other legal entity which holds a License for the Services. For purposes of this agreement, Licensee also refers to and incorporates the Authorized Users associated with an institutional license or other such authorized License.
“Licensor” shall mean Scispot.io Inc.
“Plan” shall mean the plan opted for which shall also include the bundle of services.
“Services” shall mean the services offered by Scispot as displayed on their official website.
“Third party” shall mean any entity that is not affiliated with Scispot but it is only used to enhance the functionality of the services offered by Scispot to improve overall user experience. Any optional web-based application(s)/offline software products or data that are provided by third parties and which Licensee may elect to install for use with the Services, and which are not required to use the Services, but interoperate with the Services will come under the ambit of this definition.
1. SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Scispot will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms as published on our website and updated from time to time. As part of the registration process, Customer will identify an administrative username and password for Customer’s Scispot account. Scispot reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Scispot will provide Customer and authorized user(s) with reasonable technical support services in accordance with Scispot’s standard practice.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer and authorized user will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Scispot or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer/authorized user for use on Customer and authorized user premises or devices, Scispot hereby grants Customer and authorized user a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 Customer and authorized user represents, covenants, and warrants that Customer and authorized user will use the Services only in compliance with Scispot’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer and authorized user hereby agrees to indemnify and hold harmless Scispot against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from terms of use of Services. Although Scispot has no obligation to monitor Customer’s and authorized user’s use of the Services, Scispot may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer and authorized user shall be solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer and authorized user shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer/authorized user account or the Equipment with or without Customer’s/authorized user’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Scispot includes non-public information regarding features, pricing, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Scispot to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer and authorized user shall own all rights, title and interest in and to the Customer Data. However, in case of institutional licenses where more than one authorized user is using the services of Scispot the rights, title, and interest with respect to the customer data will be subject to the internal arrangement the authorized user has with the said Customer.
3.3 Scispot shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.4 Notwithstanding anything to the contrary, Scispot shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom, and Scispot will be free (during and after the term hereof to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Scispot offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.5 Notwithstanding anything to the contrary, the Customer consents to Scispot using the Customer’s name and logo in some of its marketing and promotional materials. Scispot agrees to provide the Customer with copies of such relevant uses of their name and logo upon the Customer’s written request.
4. PAYMENT OF FEES
4.1 Customer will pay Scispot the then applicable subscription fees in addition to taxes described in the subscription plan the customer opts for [Subscription Plans that are displayed on the official website/ web application of Scispot] for the Services and Implementation Services (if any) in accordance with the terms therein (the “Fees”). If Customer’s/Authorized user use of the Services exceeds the Service Capacity set forth in the Subscription Plan or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer unconditionally agrees to pay the additional fees in the manner provided herein. Scispot reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Scispot has billed Customer incorrectly, Customer must contact Scispot no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Scispot’s customer support department. If Scispot’s marketing partners are entitled to any applicable discount, the final fees charged shall include the applicable discount, if any. However, discount, if any shall only be applicable for the Initial Service term and nothing in this clause gives Customer the right to claim discount if they decide to renew their subscription of services.
4.2 Scispot may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Scispot thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Scispot’s net income. In case the Customer decides to terminate services, he shall entitled to no refund. Scispot is free to change the terms and conditions for customer(s) and shall not be obligated to make those changes public.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Subscription Plan, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”).
5.2 Customer and authorized user shall not assign nor transfer any of his/her rights, obligations or benefit under this Agreement to any third party without the prior written consent of Scispot, except that Customer may transfer the Customer Data and Output (or portion thereof) to an entity that has an Enterprise Agreement with Scispot. Scispot may freely assign or transfer this Agreement without the consent of Customer. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. This Agreement is the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, and all prior and contemporary proposals and discussions relating to the subject matter of this Agreement, and controls over the preprinted terms of any purchase order or similar document. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kinds.
5.3 In addition to any other remedies it may have, Scispot may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the Customer materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Scispot will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Scispot may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
6.1 Scispot shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Scispot or by third-party providers, or because of other causes beyond Scispot’s reasonable control, but Scispot shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SCISPOT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND SCISPOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
7. INDEMNITY
7.1 Scispot shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any North American patent or any copyright or misappropriation of any trade secret, provided Scispot is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Scispot will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Scispot, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Scispot, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Scispot to be infringing, Scispot may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
8. LIMITATION OF LIABILITY
8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, Scispot, ITS AFFILIATES (IF ANY) AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND Scispot’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO Scispot FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT Scispot HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. ACCEPTABLE USE POLICY
9.1 The Acceptable Use Policy (“AUP”) enumerates rules that apply to any Party including ‘customer’ and ‘authorized user’ (“you”, “your”, “yours”, “Customer”, or “Partner”) using any products/services provided by Scispot or any of its affiliates (if any) (collectively, “Scispot”) and any user of any software application or service made available by you that interfaces with the Services (“End User”). The examples described in this AUP are not exhaustive. You are responsible for your End Users’ compliance with this AUP. If you or any End User violates this AUP, Scispot may suspend your use of the Services. This AUP may be updated by Scispot from time to time upon reasonable notice, which may be provided via your account, e-mail, or by posting an updated version of the terms and conditions on our official website.
9.2 Customer/Authorised User warrants that he shall not use the Services to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public.
9.3 Customer/Authorised User shall not use the Services to engage in or encourage any activity that is illegal, deceptive, harmful, violating others’ rights, or harmful to business operations or reputation of Scispot including but not limited to:
9.3.1 Violations of Laws. Violating laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction (collectively, “Applicable Laws”). This includes violating Applicable Laws requiring (a) consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications or (b) compliance with opt-out requests for any data or communications.
9.3.2 Interference with the Services. Interfering with or otherwise negatively impacting any aspect of the Services or any third-party networks that are linked to the Services.
9.3.3 Reverse Engineering. Reverse engineering, copying, disassembling, or decompiling the Services.
9.3.4 Falsification of Identity or Origin. Creating a false identity or any attempt to mislead others as to the identity of the sender or the origin of any data or communications.
9.4 The customer and authorized user warrants that he shall not violate the integrity of the Services, including but not limited to:
9.4.1 Bypassing Service Limitations. Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services.
9.4.2 Security Vulnerabilities. Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities.
9.4.3 Disabling the Services. Any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services.
9.4.4 Harmful Code or Bots. Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services, or sending malicious code or files.
9.4.5 Unauthorized Access. Attempting to gain unauthorized access to the Services.
9.5 You agree to immediately report any violation of the terms and conditions to Scispot and provide cooperation, as requested by Scispot, to investigate and/or remedy that violation.
10. TERMS OF USE
10.1 PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at team@scispot.io
10.2 These Terms of Use in addition to the ones mentioned above (the "Terms") are a binding contract between you and Scispot, Inc.. ("Scispot," "we" and "us"). You must agree to and accept all of the Terms, or you don't have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.
10.3 We are constantly trying to improve our Services, so these Terms may need to change along with the Services that we offer. If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
10.4 Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. Scispot takes the privacy of its users very seriously. For the current Scispot Privacy Policy, please refer to our Privacy Policy
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at team@scispot.io.
10.5 If you plan to use the Services for your personal purposes, and not on behalf of or in connection with any of your work or responsibilities for any of your employers, institutions, universities, or labs(each, an “Institution”), please use your personal email address not associated with any of such Institutions to sign up for Scispots’s Services (“Personal Account”).
10.6 If you plan to use the Services for, on behalf of, or in connection with any of your work or responsibilities for any Institution, please use your email address associated with such Institution to sign up for Scispot’s Services (“Institutional Account”).
10.7 Before signing up, please contact your Institution to verify whether it has purchased any of the Services offered by Scispot or its affiliates. You may be eligible or required to use the Services as an authorized user within such Institution pursuant to a separate written agreement entered into by such Institution with Scispot (each, an “Enterprise Agreement”), and such Enterprise Agreement will supersede these Terms and control your use of the Services through the Institutional Account. If your Institution has not signed up for the Services yet, you may also use your email address associated with such Institution to sign up for Scispot’s Services. You hereby acknowledge and agree that your use of an email address associated with an Institution for Scispot’s Services constitutes your acceptance that such use shall only be for, on behalf of, or in connection with your work or responsibilities for such Institution, and not for your personal purposes. Before such Institution signs up for the Services, your use of the Services via your email address associated with such Institution will be governed by these Terms. When such Institution enters into an Enterprise Agreement for the Services, you acknowledge and agree that your Institution may request Scispot to transfer any of your accounts using an email address associated with such Institution to such Institution, in which event your use of the Services will be governed by the applicable Enterprise Agreement.
10.8 You further acknowledge and agree that in connection with the transfer of your Scispot account to your Institution, your User Submissions stored in such account may be transferred over to your Institution, which may have certain rights over your User Submissions, including without limitation, the right to access, edit, export, or delete any part of such User Submissions, and the right to grant access to such User Submissions to other third parties. Note that your Institution, not Scispot, decides and controls what rights your Institution may have over your User Submission, and you may be subject to any agreement you have entered into with your Institution when using the Services through an email address associated with such Institution.
10.9 When using either Personal Account or Institutional Account, you represent and warrant that (i) you (and your licensors) have all right, title and interest (including, without limitation, sole ownership of) all of your User Submissions and the intellectual property rights with respect thereto, (ii) you have all the necessary rights, consents, and approvals to grant Scispot the right and license to provide the Services to you or to use your User Submissions as otherwise permitted under these Terms. You, and not Scispot, have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all your User Submissions. You agree that you will not (and will not permit others to) violate any agreement with or rights of any third party (including your current and former Institutions) or, use or disclose at any time any third party’s confidential information or intellectual property in connection with your use of the Services. If Scispot receives any notice or claim that any of your User Submissions, or activities hereunder with respect to any User Submission, may infringe or violate rights of a third party (a “Claim”), Scispot may (but is not required to) suspend activity hereunder with respect to such User Submission and you shall indemnify Scispot from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred.
10.10 You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Scispot Username a name that you don't have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
10.11 You represent and warrant that you are of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
10.12 You will only use the Services in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.
10.13 You will not share your account or password with anyone, and you must protect the security of your account and your password. You're responsible for any activity associated with your account.
10.14 You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
10.15 A violation of any of the foregoing is grounds for termination of your right to use or access the Services, and Scispot reserves its right to take legal action against you.
10.16 The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Scispot's) rights.
10.17 You understand and acknowledge that Scispot owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
10.18 The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, it does not eclipse the restrictions mentioned above.
10.19 Anything you post, input, upload, share, store, or otherwise provide through the Services is your "User Submission." Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.
10.20 For all User Submissions, you hereby grant Scispot a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only — your ownership in User Submissions is not affected.
10.21 If you store a User Submission in your own Personal Account, in a manner that is not viewable by any other user except you (a "Personal User Submission"), you grant Scispot the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
10.22 If you share a User Submission only in a manner that only certain specified users can view (for example, a project shared with one or more other users)(a "Limited Audience User Submission"), then you grant Scispot the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. You acknowledge and agree that your User Submissions stored in your Institutional Account shall be deemed as Limited Audience User Submission, and unless otherwise expressly requested by you in writing, any and all of the User Submission stored in your Institutional Account may be accessed, viewed, shared, exported, or otherwise exploited by any other authorized users of your Institution. Your Institution, and not Scispot, has the right to decide what rights and authorities you and/or other authorized users may have with respect to such User Submission stored in your Institutional Account, and your agreement with such Institution may impose additional restrictions.
10.23 If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a "Public User Submission"), then you grant Scispot the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Scispot users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Scispot business, provided that Scispot will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
10.24 You agree that the licenses you grant are royalty-free, perpetual, sub licenseable, irrevocable, and worldwide, provided that when you delete your Scispot account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Scispot's records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
10.25 Finally, you understand and agree that Scispot, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
10.26 Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren't liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
10.27 You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
10.28 The Services may contain links or connections to third party websites or services that are not owned or controlled by Scispot. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Scispot is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.
10.29 Scispot has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Scispot will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
10.30 Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Scispot shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
10.31 If there is a dispute between participants on this site, or between users and any third party, you agree that Scispot is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Scispot, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
10.32 We're always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
10.33 Scispot offers various plans for its Services. Please refer to Appendix A for details on our plans and pricing information. You shall pay all applicable fees, as described on the Website in connection with such paid Services selected by you, or as invoiced by Scispot pursuant to these Terms or a separate written agreement entered into between you and Scispot.
10.34 If you wish to stop using services offered by Scispot, you're free to do that at any time, by contacting us at team@scispot.io, please refer to our Privacy Policy mentioned below, to understand how we treat information you provide to us after you have stopped using our Services.
10.35 Scispot is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Scispot has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
10.36 Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law, these Terms, and any other agreements to which you’re subject), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone's safety or security, or otherwise harmful to the rights or property of Scispot.
10.37 If you have deleted your account by mistake, contact us immediately at team@scispot.io we will try to help, but unfortunately, we can't promise that we can recover or restore anything.
10.38 Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
10.39 Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of Ontario without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in the Province of Ontario, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, the province of Ontario respectively,. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SCISPOT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
10.40 From time to time, Scispot may make beta or other pre-general release versions of the Services (“Pre-Release Technology”) available to you at no additional charge. You may use the Pre-Release Technology only for internal testing and evaluation and you may not provide access to or disclose the existence of Pre-Release Technology to any third party. Scispot provides the Pre-Release Technology: a) free of charge; (b) without support; (c) “AS IS”; and (d) without warranty, or obligation to you of any kind, including to continue to provide access to the Pre-Release Technology. The aggregate liability (excluding indirect, special, and consequential damages, for which Scispot disclaims all liability), for any claim arising from use of the Pre-Release Technology will not exceed one-thousand U.S. dollars ($1,000 USD).
11. PRIVACY POLICY
11.1 We, at Scispot believe that privacy is an essential component of one's life, be it a company, or an individual. Please read on to learn more about how we take your privacy seriously, and the steps we take to protect it. If you choose to access or use the Services in any manner, doing so means you accept the practices and policies outlined in this document and you unconditionally consent to the collection and use of your information in the ways we describe here. Our Terms and Conditions also apply to anyone who accesses or uses our Services and any terms we do not directly define here have the same meanings as those given to them in our Terms and Conditions.
11.2 The main objective why Scispot collects information from users/customers is to provide bespoke services, administration of accounts, and to further improve the overall experience of users/customers. Our Privacy Policy is the same for all customers irrespective of the plan that they have subscribed to.
11.3 By creating an account with us so that you can use our Services involves providing us information, such as your name, email address and phone number, or other information relating to an identified or identifiable natural person (“Personal Information”). You may also decide to provide, and we may decide to collect, further information related to your account profile, such as a photograph, your industry, names of other people or organizations you may be affiliated with. You may also give us Personal Information in other interactions with us, such as seeking information about our Services or contacting us via email or the Services themselves. We will keep a copy of all such communications with us.
11.4 Anytime you interact with our Services, information received from your browser or electronic device is automatically received and recorded on our server logs, which may include but not limited to information such as device type like phone, computer, or tablet, User’s Internet Protocol address, Geolocation data, Unique device identifier, log data web browser information, operating system, search terms entered on the Services, date and time stamps, such as the date and time you first accessed the Sites and Services, information submitted in connection with subscription orders or service contracts and transaction-related information, and other statistics. You have likely also heard of “cookies”, which are identifiers that help a site work as you expect it to and customize your online experience. We, like many websites, use cookies to improve our Services and customize content. We may use the data obtained through cookies to advertise to you and provide personalized information about our Company, and to provide other personalized content based on your activities and interests to the extent that you have provided your prior consent. You may be able to change the preferences regarding cookies in your device or browser settings, but please be aware this may prevent you from using some features of our Services.
11.5 In addition to some of the uses mentioned already, Scispot may use information collected from you to process and complete transactions and send related information such as subscription plan invoices; to customize our Services and Website to your own preferences and needs; to analyze how our Services and Website are used in order to grow and enhance our features and functionality; to deal with online inquiries or provide access to resources you have requested; to administer your use of our Services, including your account; to send you communications such as service updates and account information; to prevent and investigate fraud, malware, identity theft, spam, or other such unauthorized access or use of the Services; for other purposes which we may notify you of from time to time. At the request of the institution who has taken the services of Scispot, we may, if needed, share information pertaining to usage of our services with the person authorized to make such requests. Such sharing of information will allow your institution to make an informed decision with respect to things like purchasing more licenses, additional services to be included based on the patterns of usage. Such sharing of information no where means that your geo-location data will be shared with your institution.
11.6 We may engage with third parties in order to provide the Services to you, and as a result, they may have access to your information, including your Personal Information, for the purpose of fulfilling Services on our behalf and for the purposes set out in this policy. We will only provide information to these third parties to the extent necessary to fulfill those purposes and in accordance with our Privacy Policy and applicable laws. That being said, many third parties will also have their own policies, which we strongly encourage you to review prior to using our Services.
11.7 We may share non-identifying and aggregated information with third parties for research, analysis, or other similar purposes. If we go out of business or are purchased by another company, or enter into a joint-venture, or have a similar change of control, your Personal Information may be transferred to the third party in connection with such a change. In those cases, we will advise the third party of the importance of protecting the Personal Information in accordance with applicable law and the standards that are set out in this Privacy Policy. We reserve the right to read, access, preserve, and disclose any information that we believe is reasonably necessary to cooperate with government and law enforcement officials in order to enforce and comply with the law.
11.8 We take security seriously and maintain commercially appropriate technical measures and precautions to keep the information collected from or about you secure. We will continue to update these measures as technology evolves, but please be aware that we cannot guarantee complete security, as events such as unauthorized access or use, software and hardware failures, and other events may compromise the security of your information. Please be sure to keep any applicable passwords and account information secured.
11.9 At any time, you may log in and access and modify your account profile, including Personal Information, on the Services. You can also contact with any questions or requests relating to your Personal Information by emailing team@scispot.io.
11.10 In the course of using our Services, you may be presented with links to other services or websites. Our Privacy Policy does not apply to any such websites or services and we are not responsible for any of the content or security practices, including privacy, of those websites or services. Any information you provide to such websites or services will be subject to that website or service’s own privacy policy and security practices.
11.11 We will hang on to your information and Personal Information throughout the duration of your using the Services and have an account with us, or for as long as is required to fulfill the purposes outlined in this Policy. You may also close your account by contacting us at team@scispot.io. Even if you close your account, we may be required to retain your information, including Personal Information for an additional period for tax, legal, or regulatory reasons, or as may be required under applicable laws or for legitimate and lawful business purposes.
11.12 As we state in our Terms of Use, we do not knowingly collect or solicit personally identifiable information from children under 18; if you are a child under 18, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 18, we will delete that information as quickly as possible. If you believe that a child under 18 may have provided us personal information, please contact us at team@scispot.io.
11.13 Information we collect is subject to the most recent Privacy Policy in effect at the time the information is collected. Over time, we may be required to revise or modify this Privacy Policy and if that happens, we will update the same on our official website. The effective date of the Privacy Policy will always be indicated as and when changes are posted.
11.14 Scispot primarily operates in Ontario, Canada, so by accessing the Services or visiting our sites, your personal information may be transferred to, stored, or processed in
Canada and maintained on computers or servers located outside your state, province, country, or other jurisdiction where the privacy law may not be as protective as those in your jurisdiction. If you have any questions or concerns regarding this Privacy Policy, you may drop an email at team@scispot.io
12. MISCELLANEOUS
12.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Scispot’s prior written consent. Scispot may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Scispot in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of Ontario. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer /Authorized User otherwise agrees to reasonably cooperate with Scispot to serve as a reference account upon request.
a. Scispot reserves the right, in Scispot’s sole discretion, to add to, remove, modify or otherwise change any part of this Agreement in whole or in part at any time. You should check the Website periodically for changes to the Agreement. Changes will be effective when notice of such change is posted on the Website. If any change is not acceptable, you must discontinue your use of the Scispot Platform immediately. You agree that your continued use of the Scispot Platform after any such changes are posted will constitute acceptance by you of such changes. No change to the Agreement that is not posted to the Website by us is valid unless it is in writing and signed by an authorized signing officer of Scispot.
b. Scispot has developed this Scispot Platform for the use of our Users and customers, prospective customers and anyone else interested in Scispot’s offerings. We may add, modify, correct, terminate, suspend, discontinue, impose limits upon, restrict your access to or otherwise change any aspect of the Scispot Platform, including the availability of any features.
c. User Submissions based on any element that is subsequently used by us in the creation of content within the Scispot Platform can be added, modified, corrected, or removed at any time without notice or liability.
a. When User Submissions are provided, entered into the Services platform, or are otherwise transmitted or provided to Scispot, the User agrees to grant Scispot:
i. An irrevocable, royalty-free, non-exclusive, perpetual, fully paid-up, transferable, assignable, global right and license to collect, store, access, develop, reproduce, modify, perform or use all User Submissions including any further content that may form a part thereof, in connection and subject to this Agreement.
ii. An irrevocable, royalty-free, non-exclusive, perpetual, fully paid-up, transferable, assignable, global right and license to collect, store, access, develop, reproduce, modify, perform or use, sell or resell, provide, distribute or move all De-Identified Data, including any further content that may form a part thereof, which includes the purpose of improving the Services.
b. Scispot offers Users certain services without a paid or commercial use agreement, in addition to those with a paid or commercial use agreement. Both paid and unpaid Users agree to allow Scispot to use both User Submissions and De-Identified Data in order to provide the Services to the User in accordance with this Agreement.
c. Scispot Content. Except for User Submissions posted by User on the Services or Website, User agrees that the Service, Website, and all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs and other content within the Scispot Platform and all intellectual property rights in the foregoing (collectively, the "Scispot Content") are the exclusive property of Scispot and its licensors. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license to Scispot Content. Use of the Scispot Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
d. Our license to User. Subject to the terms and conditions of this Agreement, Scispot grants User a limited, non-transferable, and revocable license to use the Scispot Platform, including accessing and viewing Scispot Content, as expressly permitted by the features of the Service. Scispot may terminate this license at any time for any reason or no reason. Except for the rights and licenses expressly granted herein, Scispot reserves all other rights and no other rights are granted by implication or otherwise and the Services, Website, and all Scispot Content are provided to the User in accordance with this Agreement and are not “sold” to the User.
a. Scispot maintains a separate Privacy Policy. The User agrees to our collection, storage, use,and disclosure of their Personal Information for the purposes authorized under this Agreement as well as in accordance with our Privacy Policy. Our Privacy Policy is hereby incorporated by reference and forms part of this Agreement, including any future amendments as permitted therein.
b. We do not knowingly collect or solicit personally identifiable information from children under 18; if you are a child under 18, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 18, we will delete that information as quickly as possible. If you believe that a child under 18 may have provided us personal information, please contact us at teaminfo@scispot.io.
a. Scispot may, upon User request, issue Users a User account, solely to the assigned User and only for the purpose of using the Scispot Platform. The User is responsible for any and all activity associated with their account and to comply with the terms of this Agreement. The User agrees not to share their account details with anyone and will immediately notify Scispot of any actual or suspected unauthorized use of either the Website or Services through their account.
b. The User agrees that the User will not use any robot, spider, scraper or other automated means to access the Scispot Platform for any purpose without our express written permission. Additionally, the User agrees that it will not engage in any of the following prohibited activities:
i. take any action that imposes or may impose (in Scispot’s sole discretion) an unreasonable or disproportionately large load on our infrastructure;
ii. copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content the User may have submitted to the Scipost Platform) from the Scispot Platform, any software code that is part of the Scipost Platform, or any services that are offered on the Scispot Platform without our express written permission;
iii. interfere or attempt to interfere with the proper operation of the Scispot Platform or any activities conducted on the Scispot Platform;
iv. bypass any measures Scispot may use to prevent or restrict access to the Scispot Platform or any subparts of same, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Scispot Platform or the content therein;
v. directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products or services.
c. As Scipot possesses certain information relating to third party business opportunities (“Business Source”), neither User nor any of its agents shall, in any manner access, contact, solicit or conduct any business with a Business Source that has been made available by and through Scispot. The User shall not in any way whatsoever circumvent or attempt to circumvent Scispot and shall not enter into direct or indirect offers, negotiations or transactions with a Business Source revealed by Scispot.
a. Users at their own discretion may disclose Confidential Information to the other Users through the Scispot Platform. 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 regimes, 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 (the “Disclosing Party”). Confidential Information will not include information that the party receiving the Confidential Information (the “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 Party;
ii. was known by the Receiving Party prior to receiving such information from the Disclosing Party and without restriction as to use or disclosure;
iii. is rightfully acquired by the Receiving Party 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 Party without access to any Confidential Information of the Disclosing Party. Receiving Party agrees, throughout the use of the Scispot Platform and thereafter:
b. The confidentiality restrictions contained herein shall survive after the expiration or termination date of this Agreement. Receiving Party agrees that the 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.
c. Receiving Party acknowledges and agrees that the 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.
a. In order to access the Scispot Platform, you must have access to the World Wide Web, either directly or through devices that access Web-based content, and must pay any license and/or service fees associated with such access. As we make changes to our services, the minimum technical requirements may change. You are responsible for determining whether your device satisfies the minimum technical requirements before you register to access our services. Moreover, if we change the minimum technical requirements after you initially register to access our services such that your device no longer satisfies the minimum technical requirements, your exclusive remedy will be to stop accessing our services. Scispot reserves the right to block access to any of our online service to any regions or territories in Scispot’s exclusive and unfettered discretion for any reason.
b. Scispot may offer paid subscription plans to certain Users. Should you be one such User and choose to enter into a subscription agreement with us in exchange for access to the provisions of the plan you select, you agree to pay all agreed upon fees at the time of subscription. Any subscription and payment terms that may be included as part of your subscription agreement are deemed to form a part of this Agreement.
c. Your ability to purchase products or services through the Scispot Platform may be subject to limits established by your credit card issuer or banking institution. You must notify us immediately of any change in your credit card or banking information, including any change to your billing address. By utilizing a credit or debit card for purchase of any services through the Scispot Platform, you authorize us to charge such card in the amount and on the basis specified on the Scispot Platform for the applicable services. In the event that the User is unable to complete a transaction due to non-payment, Scispot reserves the right to suspend User access to the Scispot Platform until such payment is completed.
d. All fees and payments are non-refundable and non-transferable except as expressly provided in this Agreement. Scispot has no obligation to provide refunds or credits relating to any fees, but may do so in Scispot’s sole discretion. Scispot at its own discretion may ask the User to complete a credit card authorization form which may be used as payment.
a. You acknowledge that any use of or reliance on the Scispot Platform shall be at your sole risk. We make no representation or warranty of any kind regarding the Website or Services, all of which is provided on an “AS IS”, “WHERE IS” and “AS AVAILABLE” basis. We have no obligation to maintain either the availability or the currency of the Scispot Platform and have no obligation or liability for the Scispot Platform (including any User Submissions) or for any damages to users of the Scispot Platform, however caused.
b. We do not:
i. guarantee, and make no representation, warranty or condition as to the truthfulness, accuracy, adequacy, reliability, correctness, currency, veracity or completeness of the Scispot Platform or any portion or functionality thereof;
ii. warrant that the Scispot Platform will continue to operate, operate without interruptions or that it will be error-free, that defects will be corrected or that it will be free of viruses or other destructive elements; or
iii. endorse any statements or opinions expressed on the Website by third parties, including without limitation other users of the Website or third parties advertising on the Website.
c. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF WORKMANSHIP, MERCHANTABILITY, SATISFACTORY QUALITY, LATENT DEFECTS, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE.
a. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MORAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR LOSS OF REVENUE) UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO:
b. THE WEBSITE OR THE USE THEREOF OR THE INABILITY TO USE THE WEB SITE IN ANY MANNER WHATSOEVER; OR
c. ANY UNAUTHORIZED ACCESS TO THE WEBSITE OR BREACH OF SECURITY, INCLUDING TO ANY OF YOUR USER SUBMISSIONS OR YOUR REGISTRATION INFORMATION, EVEN IF WE HAVE BEEN ADVISED OF OR COULD REASONABLY FORESEE THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
d. IN ANY EVENT, YOU AGREE THAT OUR AGGREGATE LIABILITY FOR ALL DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO US, IF ANY, FOR THE RIGHT TO ACCESS THE WEBSITE IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION.
e. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THE TERMS SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY.
f. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, BUT IN WHICH CASE OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
a. You agree to defend, indemnify and hold Scispot harmless from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from your actions or omissions, including without limitation your use of the Scispot Platform, from or relating to any of your User Submissions, your violation or infringement of any third party rights, including without limitation any copyright, patent, trade-mark, proprietary, privacy or moral right, or any breach by you of this Agreement.
a. This Agreement will start on the Effective Date and continue to be in full force and effect until terminated in accordance with this Agreement.
b. Either party may terminate this Agreement by providing 30 days advance written notice of such intention to terminate. This termination provision shall not apply to paid accounts, whose termination provisions will be included in the relevant subscription plan.
a. You are free to create links to the Website, provided such link does not portray us or any of our services in a false, misleading, derogatory or defamatory manner and provided such link does not trigger any pop-up, pop-under window or the presentation of any other type of advertisement or notice. We reserve the right to revoke this limited right at any time. You may not use frames or framing techniques to enclose all or any part of the Website or otherwise embed any materials from the Website within another website or location, or use masks, overlays or similar techniques or methods to alter, hide or reformat the presentation of all or any part of the Website or to layer other content or materials on top of or within the browser window within which the Website is presented, without our prior written consent.
b. The Website or Services may contain links to third-party websites, advertisers, services, special offers, contests or other events or activities that are not owned or controlled by us. We do not assume responsibility for any third party websites, advertisers, services, special offers, contests or other events or activities and provide such links only as a convenience to you. The inclusion of any link does not imply sponsorship, endorsement, affiliation, association, investigation or verification by us of the linked website, its operators or its content. If you access any third party websites, advertisers, services, special offers, contests or other events or activities that are not owned or controlled by us, you do so at your own risk.
c. Be aware that you are leaving this Website when you follow a link to a linked site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to review that site’s terms and conditions of use, privacy policy and relevant guidelines, and to take appropriate precautions. You agree that we have no obligation or liability regarding any linked site.
a. To the fullest extent permitted by applicable law, you agree that all disputes or disagreements between you and us relating to the Website or Services will be settled by confidential, final and binding arbitration by a single arbitrator in the forum and under the rules we mutually agree upon, failing which the Arbitration Act, 1991 (Ontario) will apply.
b. This Agreement shall be governed by and construed under the laws of Ontario without giving effect to its conflict of laws principles. You hereby submit to the non-exclusive jurisdiction of the courts of Ontario for any claim related hereto, arising herefrom or in connection herewith and agree not to bring any action, claim, suit or proceeding against us in any jurisdiction other than Ontario.
a. Any legal proceeding by you arising from or in connection with this Agreement or the Scispot Platform must be brought within two years after the event which is the subject of the proceeding has occurred. If any provision of this Agreement is unlawful, void, or for any reason unenforceable then that provision shall be deemed severable from the Terms and shall not affect the validity of any remaining provisions.
b. This Agreement constitutes the entire agreement between you and Scispot in respect of its subject matter, provided however that the purchase, supply or use of any of our services may be subject to additional terms and conditions relating to same as delivered or made available to you (including through the Scispot Platform).
c. You may not assign this Agreement, including by operation of law. We may assign this Agreement in our sole discretion.
d. This Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.
e. No waiver of any breach of any term or provision of the Terms is effective or binding unless made in writing and signed by us and, unless otherwise provided, is limited to the specific breach waived.
