Terms of Use

Science Lantern, Terms of Use and Confidentiality Agreement

Last updated: February 26, 2018

Welcome to Science Lantern, the website and online service of Science Lantern, which is located at sciencelantern.com (collectively “Science Lantern”, “we”, or “us”). These terms and conditions (collectively the “Terms” or the “Agreement”) govern the use of our website and any web services or applications owned, controlled, or offered by Science Lantern (collectively the “Service(s)”). This Agreement applies to all visitors, users, and others who access any or all of the Service (hereinafter “User” or “Users”). Science Lantern and User may individually be referred to as the “Party” or collectively as the “Parties”. Please review the following Terms carefully. By accessing or using the Service, User signify its agreement to these Terms of Use.  If User do not agree to these Terms of Use, User may not access or use the Service.

  1. OVERVIEW OF SCIENCE LANTERN SERVICE AND UPDATES

Accessing our Service. By accessing or using the Service, whether or not User registers to use the Service, User, and the institution User represents, agree to be bound by these Terms of Use and to the collection, use and disclosure of your information as set forth in our Privacy Policy. Furthermore, User represents and warrant that User has the authority or have received approval to bind User’s institution. User may use the Service only in compliance with this Agreement and all applicable laws and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement.

Updating the Terms. Science Lantern may, in its sole discretion, modify or update this Agreement from time to time, and so User should review this page periodically. When Science Lantern changes the Agreement, it will update the ‘last modified’ date at the top of this page. Furthermore, Science Lantern will endeavour to provide notice reasonably calculated to provide notice to User of the change. If there are material changes to this Agreement, Science Lantern will notify User either by prominently posting a notice of such changes or by directly sending User a notification. Notwithstanding the foregoing, User’s continued use of the Service after any such change constitutes its acceptance of the new Terms of Use. If User do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

  1. USE OF SERVICES

Clients and Suppliers. Science Lantern makes the Service available as an online venue where individuals seeking to order custom chemical synthesis (“Client(s)”) and individuals, institutions or companies providing custom chemical synthesis (“Supplier(s)”) identify each other and work together to define, complete and pay for custom chemical synthesis (“Orders”). The Service contains features that enable Clients and Suppliers to do, among other things, the following:

– Users shall not use the Service to find a Supplier or a Client and then order or provide scientific experiments outside of the Service, in order to circumvent the obligation to pay any fees due under this Agreement or for any other reasons. In the event User violates this non-circumvention clause and it is deemed, based on the reasonable determination of Science Lantern, that the violation was intentional; Science Lantern, at its option, may charge User the Service Fee(s) that would have been earned by Science Lantern, but for the circumvention.

Accounts. Your Science Lantern account gives User access to the Service and functionality offered by Science Lantern. Users account is not transferable, and User may never use another User’s account without express written consent. Science Lantern in its sole discretion, may, at any time use a User’s account to facilitate discussions, mediate disputes, mark Orders as complete or to take actions on a User’s behalf, as Science Lantern deems necessary. When creating User’s account, User must provide accurate and complete information. User is solely responsible for the activity that occurs on its account. User must notify Science Lantern immediately of any breach of security or unauthorized use of User’s account. Science Lantern will not be liable for any losses caused by any unauthorized use of User’s account.

User Payments. The User will be invoiced for the total cost of the services that were performed in accordance with the applicable Order. The total cost will be inclusive of all applicable fees including, but not limited to a service fee, shipping fees and applicable taxes. Upon indication that the Order is complete, Science Lantern will make available an invoice for the applicable total. Except as otherwise indicated on the invoice, User agrees to pay Science Lantern or our third-party payment processor the total (“Service Fee”), and any other fees and taxes that may accrue in relation to use of the Service (if any), indicated on the invoice via credit card or wire transfer within thirty (30) days of obtaining access to such invoice. All fees and payments are non-refundable and non-transferable except as expressly provided in these Terms. Science Lantern has no obligation to provide refunds or credits relating to any Orders, but may do so in Science Lantern’s sole discretion. In the event that that a Client’s Order exceeds $3,000, Science Lantern at its own discretion may ask the Client to complete a credit card authorization form which may be used as payment once the Order has been completed.

Account Settings; Use of e-mail address. By providing Science Lantern User’s email address, User consents to Science Lantern using the email address to send User any information deemed necessary by Science Lantern, including any notices required by law, in lieu of communication by postal mail.

  1. SCIENCE LANTERN CONTENT

Science Lantern Content. Except for User’s content posted by User on the Service, User agrees that the Service and all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs and other content within the Service and all intellectual property rights in the foregoing (collectively, the “Science Lantern Content”) are the exclusive property of Science Lantern and its licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license to Science Lantern Content. Use of the Science Lantern Content for any purpose not expressly permitted by these Terms is strictly prohibited.

Our license to User. Subject to the terms and conditions of these Terms, Science Lantern grants User a limited, non-transferable, and revocable license to use the Service, including accessing and viewing Science Lantern Content, as expressly permitted by the features of the Service. Science Lantern may terminate this license at any time for any reason or no reason. Except for the rights and licenses expressly granted herein, Science Lantern reserves all other rights and no other rights are granted by implication or otherwise.

  1. CONFIDENTIALITY

Users at their own discretion may disclose Confidential Information to the other Users through the Service. For purposes of this Agreement, “Confidential Information” shall mean any and all information including but not limited to financial information, know-how, intellectual property, plans, documents (including any and all Quotes), marketing information, business and financial information, formulas, designs, calculations, facilities, reports, models, agreements, methods, inventions, discoveries, research concepts, and patents however recorded or preserved that is provided or disclosed by a User “Disclosing Party” to the other “Receiving Party” in performance of an Order, contemplation of an Order or by any other means whether in writing, orally, pictorially or through other tangible materials. Confidential Information will not include information that Receiving Party can demonstrate through written records: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving User; (ii) was known by the receiving User prior to receiving such information from the disclosing User and without restriction as to use or disclosure; (iii) is rightfully acquired by the receiving User from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving User without access to any Confidential Information of the disclosing User.

Each User agrees, throughout the use of the Service and thereafter: (i) to maintain all Confidential Information in strict confidence, using at least the same standard of care that such User uses in protecting its own Confidential Information of a similar nature, which will in no event be less than a reasonable standard of care; (ii) not to disclose Confidential Information of the other User to any third parties without first obtaining the other User’s prior written consent to such disclosure; (iii) in the case of Supplier, not to use Confidential Information of Client for any purpose except to facilitate discussions via the Service or in the event that such discussions lead to an Order, to perform the Scientific Services in accordance with the Order; (iv) to maintain reasonable security measures to protect the Confidential Information of the other User against loss, theft or destruction; and (v) to return or destroy all Confidential Information of the other User at the other User’s direction. Each User will notify the other of any unauthorized transfer, disclosure, loss, or use of any Confidential Information of the other User. These confidentiality provisions will not restrict either User from disclosing Confidential Information of the other User to the extent required by law provided that such User makes reasonable efforts to give the other User reasonable advance notice of such required disclosure.

The confidentiality restrictions contained herein shall survive for a period of five (5) years after the expiration or termination date of this Agreement.

Receiving Party agrees that Disclosing party may have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. The Receiving Party understands and agrees that any unauthorized use or disclosure of Disclosing Party’s Confidential Information shall constitute a breach of this Agreement. Such unauthorized use or disclosure will cause Disclosing party irreparable harm leaving it without a sufficient legal remedy and in addition to all other remedies, shall entitle Disclosing Party to seek injunctive relief.

  1. SERVICE ACCESS

Restrictions on Use. User agree that User will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, User agree that it will not engage in any of the following prohibited activities: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content User have submitted to the Service) from the Service, any software code that is part of the Service, or any services that are offered on the Service without our express written permission; (c) interfere or attempt to interfere with the proper operation of the Service or any activities conducted on the Service; (d) bypass any measures Science Lantern may use to prevent or restrict access to the Service or any subparts of the Service including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (g) upload invalid data, viruses, worms, or other software agents through or to the Service; (h) collect or harvest any personally identifiable information, including account names, from the Service; (i) access any content on the Service through any technology or means other than those provided or authorized by the Service; (j) impersonate another person or otherwise misrepresent User’s affiliation with a person or entity, (k) conduct fraud, (l) hide or attempt to hide User’s identity; (m) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products or services.

Changes, Termination, and Suspension. Science Lantern may, without prior notice, change the Service; stop providing the Service or features of the Service, to User or to Users generally; or create usage limits for the Service. At its sole discretion, Science Lantern may permanently or temporarily terminate or suspend User’s access to the Service without notice and liability for any reason, including if in our sole determination User has violated any provision of these Terms, or for no reason. Upon termination for any reason or no reason, User continues to be bound by this Agreement, and any Terms of this Agreement, which by their nature should survive termination, shall do so.

  1. THIRD PARTY LINKS

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Science Lantern. Science Lantern does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If User accesses a third-party website from the Service, User do so at its own risk, and User understands that neither this Agreement nor Science Lantern’s Privacy Policy apply to User’s use of such sites.

  1. WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED BY SCIENCE LANTERN ON AN “AS IS,” “AS AVAILABLE” BASIS, AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING OUT OF STATUTE, IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. SCIENCE LANTERN MAKES NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SERVICE BY ANY THIRD PARTY OR ANY OUTCOME AS A RESULT OF AN ORDER.

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL SCIENCE LANTERN OR ITS LICENSORS OR ANY THIRD-PARTY BE LIABLE TO USER OR ANY OTHER USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Those who access or use the Service from their jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations.

  1. NOTIFICATION PROCEDURES

Unless otherwise expressly stated in these Terms, Science Lantern may provide notifications to User via email, written or hard copy notice, or through posting of such notice on sciencelantern.com, whether such notifications are required by law or are for marketing or other business-related purposes, as determined by Science Lantern in our sole discretion. Science Lantern reserves the right to determine the form and means of providing notifications to our Users, provided that User may opt out of certain means of notification as described in this Agreement. Science Lantern is not responsible for any automatic filtering User or User network provider may apply to email notifications we send to the email address User provide Science Lantern.