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.
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 firstname.lastname@example.org.
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.
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.