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Platform Terms of Service

Last updated: January 23, 2023

This website, its associated software, hardware, infrastructure, application programming interfaces, content, trademarks, other associated materials and any services provided in relation to the same (together the "Platform") are only targeted to, and intended for use by, organizations and their representatives who have been given appropriate user rights to purchase goods and services through the Platform on behalf of such organizations and manage or view information in relation to such purchases. To place an order using the Platform, you will need to register an account with us by providing us with your name and contact details and the name of the organization you represent and we will create an account for you and provide you with your log in and account details.

1. OVERVIEW

These terms set out your rights and obligations to access and use the Platform and restrictions on how the Platform and its services can be used.

2. BY USING THE PLATFORM YOU ACCEPT THESE TERMS

By using the Platform, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use the Platform. These terms are supplemental to any other terms agreed between us and you/ your organization relating to the purchase of products and services.

If you are using the Platform on behalf of an organization, you are agreeing to these terms on behalf of that organization and promising that you have the authority to do so. In that case, "you" and "your" will refer to you and that organization. You and the organization are jointly and severally liable to us for any breach of these terms by you.

We recommend that you print a copy of these terms for future reference.

Where you access and use the Platform to request and/or purchase products from Scientist, we will only use your personal information as set out in our Privacy Policy. Your use of the Platform is subject to any additional posted guidelines, policies or rules which we may post on the Platform from time to time (together which our Privacy Policy, the "Policies").

We may amend these terms and any of the Policies from time to time and the latest set of terms will be made available through the Platform. Please ensure you regularly check the applicable terms available to ensure you understand the terms and Policies that apply at that time.

3. RIGHTS TO ACCESS AND USE THE PLATFORM

Through these terms, we grant you a non-exclusive, non-transferable, worldwide right and licence to remotely access and use the Platform;

This license does not include any resale or commercial use of the Platform or its contents; any collection and use of any service listings, descriptions, or prices; any derivative use of the Platform or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Platform or any portion of the Platform may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Scientist. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Platform without express written consent. You may not use any meta tags or any other "hidden text" utilizing Scientist's name or trademarks without the express written consent of Scientist. Any unauthorized use terminates the permission or license granted by Scientist.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Platform so long as the link does not portray Scientist, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Platform logo or other proprietary graphic or trademark as part of the link without express written permission of Scientist.

You shall not at any time use the Platform for any purposes beyond the scope of the access. Use of the Platform is only permitted for business purposes and not for personal use. You shall not at any time (i) copy, modify, or create derivative works of the Platform, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, distribute, publish, transfer, or otherwise make available the Platform; (iv) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; or (iii) remove any proprietary notices from the Platform.

In order to use the Platform, you must either be the age of majority in your jurisdiction, an emancipated minor, or possess legal parental or guardian consent, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these terms and to abide by and comply with these terms. You represent that you meet the eligibility requirements in this Section. In any case, you affirm that you are over the age of 13, as the Platform is not intended for children under 13.

You represent that you will not use the Platform in violation of any applicable laws and regulations, including without limitation the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.

4. WE MAY MAKE CHANGES TO THE PLATFORM

We may update and change the Platform from time to time to reflect changes to our products, services, our users' needs and our business priorities. We will try to give you reasonable notice of any major changes.

5. WE MAY SUSPEND OR WITHDRAW THE PLATFORM

The Platform is provided on an "as is" and "as available" basis. We do not warrant or guarantee that the Platform, or any content on it, will always be available or be uninterrupted, secure, free of viruses or error free. We may suspend or withdraw or restrict the availability of all or any part of the Platform for business and/or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

Scientist retains the right to immediately halt any request made via the Platform, or take any other action to restrict access to or availability of any listing. Scientist retains the right (but does not have an obligation) to display and/or edit in good faith Client reviews of purchases via the Platform.

Scientist shall own and be entitled to use summary statistics generated through the use of the Platform and other similar "meta" information generated through the use of the Platform, provided that in each case, any buyer or seller identifying information is removed from such data or information and no Client-specific or seller-specific information is disclosed.

Your right to access the Platform on behalf of an organization shall automatically terminate in the event that you are no longer their representative and you will not access the Platform on behalf of such organization or using the credentials associated with that organization after such point.

6. YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

Where you are the registered user and have been provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms.

If you know or suspect that anyone other than you know your user identification code or password, you must promptly notify us at support@scientist.com.

7. HOW YOU MAY USE MATERIAL ON THE PLATFORM

We are the owner or the licensee of all intellectual property rights in the Platform and the compilation of all content on the Platform. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. If you print off, copy, download, share or repost any part of the Platform, or any of our content contained within the Platform, in breach of these terms of use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

We may offer for sale or sell certain goods and services on the Platform. Content added to he Platform about goods and services originating from or provided by a third party is known as "Third Party Content". We are not responsible for examining or evaluating, and we do not warrant the accuracy of any Third Party Content and do not assume any responsibility or liability for it. We do not warrant that Third Party Content, descriptions, pricing or turn around times are accurate, complete, reliable, current, or error free.

Trademarks, service marks or trade dress not owned by Scientist that are encountered in your use of the Platform are the property of their respective owners and you have no right to use them.

Prices on the Platform are subject to change. Goods and services may be sold by us at prices different to those appearing on the Platform. Prices shown on the Platform are exclusive of shipping, taxes and duties unless stated otherwise. It is solely your responsibility to understand all costs and fees associated with a product prior to entering into a binding contract to acquire it. Scientist does not assume any liability as a result of your failure to understand this.

We do not by these terms grant any rights in, nor accept any responsibility or liability for, the products or services purchased through the Platform which shall be subject to separate terms available from time to time on the Platform.

If you wish to use the Platform to request and/or purchase certain services which are advertised by a third party supplier registered with Scientist, you may do so subject to entering into a separate "Marketplace Agreement" with us (which is available upon request) and subject to us granting you access to the Platform to do so. Your use of the Platform for such purposes will then be governed by that Marketplace Agreement and not these Terms.

Where such Marketplace Agreement also includes provisions regarding your request for and/or purchase of products from Scientist.com, the Marketplace Agreement shall govern your use of this Platform for those purposes. In the event this is not the case, your use of this Platform to request and/or purchase products from Scientist shall be governed by these Terms and the Product Hub Terms and Conditions of Purchase available on the Platform (respectively): https://app.scientist.com/legal-notices/product-hub-terms.

The rights you license to us are described further below.

8. CONFIDENTIAL INFORMATION

You will maintain all Confidential Information (as defined below) as such, using at least the same standard of care that you use to protect your own confidential information, which will in no event be less than reasonable care.

Confidential Information will not include any information that: (a) is now or hereafter becomes generally known or available to the public through no act or omission of you or your Representatives (as defined below); (b) can be proven by written record was in your possession prior to receiving such materials or information from the us or any of our Representatives without obligation of confidentiality and from a source with a right to disclose the same; (c) is rightfully acquired by you without obligation of confidentiality from a third party who did not obtain it directly or indirectly from us and who has the right to disclose it to you; or (d) is independently developed by you without access to any Confidential Information as evidenced by competent written records.

"Confidential Information" means all data and information of a proprietary nature or confidential nature relating in any way to us, our affiliates, our customers (whether buying or advertising services for sale via the Platform) or any other third parties (including without limitation, all written, oral, visual or other information or data, documents, studies, drawings, designs, specifications, analyses, samples, materials, products and all data or information related to them, computer systems, software, technical information, databases, results, know how, trade secrets, intellectual property rights or any other material, in each case, recorded in whatever form or medium), which is disclosed to or obtained by you from us or our Representatives whether directly. All agreements and policies relating to the Platform, the content and responses to all RFI's issued by Scientist to suppliers registered with Scientist ("Suppliers"), Supplier ratings and/or Supplier certifications on the Platform (save for content submitted by Client) and all knowhow and Scientist documentation relating to the operation of the Platform shall also be deemed to be Confidential Information.

Order details and shipping addresses for products requested via the Platform are not confidential to you and may be shared by Scientist with end suppliers, carriers and any other third parties as necessary or desirable for Scientist to respond to such requests and/or fulfil the respective orders.

You will (i) not disclose Confidential Information to any third parties at any time whether during or after your use of the Platform without first obtaining our written consent to such disclosure; (ii) not use Confidential Information for any purpose except to use the Platform as contemplated by these Terms (iii) maintain reasonable security measures to protect the Confidential Information against loss, theft or destruction; and (iv) to return or (at our direction) destroy all Confidential Information upon request. You may disclose Confidential Information to your Representatives who have a bona fide need to know such information in order for you to access and use the Platform in accordance with these Terms, provided, however, that you have entered agreements that are substantially similar to the confidentiality provisions of this Terms. You will be liable for any breach of the confidentiality and non use provisions in these Terms by any of your Representatives as if such breach was your own.

"Representatives" means, with respect to a Party, that Party's Affiliates and its/their employees, officers independent contractors, permitted subcontractors, representatives, agents and consultants.

"Affiliates" means, with respect to a party, any corporation, company, partnership, joint venture, firm or other entity that controls, is controlled by or is under common control with, such party. As used in this definition, "control" means (a) in the case of a corporate entity, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors and (b) in the case of a non-corporate entity, the direct or indirect power to direct, or cause the direction of, the management and policies of the non-corporate entity or the power to elect at least fifty percent (50%) of the members of the governing body of such non-corporate entity

If you are required or requested to disclose Confidential Information by law, regulation, judicial or administrative process, you shall, to the extent you are able without being in breach of applicable law, regulation or judicial or administrative process a) promptly notify us; and b) allow us a reasonable amount of time and opportunity to oppose such process and/or seek a protective order. You shall disclose only the minimum Confidential Information required to be disclosed in order to comply with applicable law, regulation or judicial or administrative process.

9. NO TEXT OR DATA MINING, OR WEB SCRAPING

You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to the Platform or any services provided via, or in relation to, the Platform. This includes using (or permitting, authorising or attempting the use of):

  • Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same.
  • Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this paragraph should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

This paragraph shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

10. UPLOADING CONTENT TO THE PLATFORM

Whenever you make use of a feature that allows you to upload content to the Platform you must not use the Platform:

  • in any way that breaches any applicable local, national or international law or regulation;
  • in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
  • to bully, insult, intimidate or humiliate any person;
  • to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out below;
  • to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
  • to transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
  • to upload terrorist content.

You also agree not to access without authority, interfere with, damage or disrupt:

  • any part of the Platform;
  • any equipment or network on which the Platform is stored;
  • any software used in the provision of the Platform; or
  • any equipment or network or software owned or used by any third party.

Content Standards In relation to any information which you upload to the Platform, including commentary, pictures or otherwise, you must ensure that such contribution:

  • is accurate (where it states facts);
  • be your genuinely held view (where it states opinions);
  • comply with the law applicable in England and Wales and in any country from which it is posted;

A Contribution must not:

  • be defamatory of any person;
  • be obscene, offensive, hateful or inflammatory;
  • bully, insult, intimidate or humiliate;
  • promote sexually explicit material;
  • include child sexual abuse material;
  • promote violence;
  • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • infringe any copyright, database right or trade mark of any other person;
  • be likely to deceive any person;
  • breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
  • promote any illegal content or activity;
  • be in contempt of court;
  • be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
  • be likely to harass, upset, embarrass, alarm or annoy any other person;
  • impersonate any person or misrepresent your identity or affiliation with any person;
  • advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
  • contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
  • contain any advertising or promote any services or web links to other sites.

You warrant that any such contribution does comply with the above standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described further below. We have the right, but not the obligation, to monitor, edit or remove any content posted by you or any other third party on the Platform.

We also have the right to disclose your identity to any third party who is claiming that any content uploaded by you to the Platform constitutes a violation of their intellectual property rights, or of their right to privacy.

You are solely responsible for securing and backing up your content.

11. RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD

Any content, being any information, data, materials or other content that you upload or submit through the Platform are, as between us and you, exclusively owned by you. Your content does not include any and all information reflecting the access to and use of the Platform by you, or any of our content, including tools, data or information obtained from us.

When you upload documentation to the Platform, you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use the content provided by or on your behalf solely to the extent necessary for us to provide you access to and use of the Platform and otherwise to enable such content to be accessed by an agreed counterparty. This licence remains in effect even if you or your organization stop using the Platform.

We may sublicense the rights granted under this paragraph to subcontractors solely for the purpose of providing you the Platform.

12. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that the Platform will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programs and platform to access the Platform. You should use your own virus protection software.

You must not misuse the Platform by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorized access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.

13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

The Platform is for use by organizations and their representatives for their legitimate and lawful business purposes only. We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it, including but not limited to implied warranties of merchantability an fitness for a particular purpose.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, the Platform; or
  • use of or reliance on any content displayed on the Platform.

In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation;
  • any indirect, incidental, punitive or consequential loss or damage.

14. INTERNATONAL TRADE COMPLIANCE

The Platform is controlled, operated and administered in the United States of America and we make no representation that the Information is appropriate or available for use at other locations. Access to and use of the Platform from and in territories where the content is illegal is prohibited. You may not access or use the Platform to export or re-export any content in violation of applicable export laws and regulations and you shall be solely responsible for obtaining any necessary licences or governmental authorisations.

15.WHICH COUNTRY'S LAWS APPLY TO ANY DISPUTES?

By using the Platform, you agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these terms and any dispute of any sort that might arise between you and Scientist in relation to these terms and/or the use of the Platform.

Any dispute relating in any way to your use of the Platform shall be submitted to confidential arbitration in the State of Delaware, USA, except that, to the extent you have in any manner violated or threatened to violate Scientist's intellectual property rights, Scientist may seek injunctive or other appropriate relief in any state or federal court in the State of Delaware, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise.

If any term or provision of these terms is held to be illegal or unenforceable, in whole or in part, such term or provision or part thereof shall, to that extent, not form part of these terms and the enforceability of the remainder of these terms shall not be affected. The relevant provision shall be replaced with a provision which as far as legally possible reflects the original intention.

16. CONTACT DETAILS AND ELECTRONIC COMMUNICATIONS

In these terms of use, the terms "Scientist", "we", "our", and "us" are used to refer to The Assay Depot Inc., (d.b.a. Scientist.com) with offices at 505 Lomas Santa Fe Drive, Suite 110, Solana Beach CA 92075.

When you visit the Platform or communicate with us via the Platform, you are communicating with us electronically. You consent to receive communications from Scientist electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically (including without limitation by email) satisfy any legal requirement that such communications be in writing.

If you have any questions in relation to these terms or generally in relation to the Platform, please contact info@scientist.com.