SCINOTE ELN SOFTWARE LICENSE AGREEMENT (“SLA”)
Effective date: July 15th, 2025
1. General
BY INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, THE CUSTOMER IS AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SLA
1.1. This SLA shall apply between SciNote and the Customer if elected so on the applicable Order Form and shall govern the general terms and conditions for the purchase of user licenses of and for the use of the Software, granted by SciNote, as the licensor, to the Customer, as the licensee, and shall form an integral part of of the Contract. SLA also applies to any updates, supplements, add-on components, or services for the Software that SciNote may subsequently provide to the Customer.
1.2. This SLA governs only local, on premises installations of the Software and is not intended to supplement, supersede or otherwise change SciNote Terms of Service, which govern the use of Software offered as a Software-as-a-Service.
1.3. Contract shall become effective on the Contract Effective Date.
1.4. As Software is intended for professional use the Customer is not entering into the Contract as a consumer, meaning that consumer protection laws do not apply to the relationship between the Parties.
1.5. Customer is responsible for actions and omissions of its Users.
1.6. Lack of download, installation or access by the Customer shall under no circumstance postpone the beginning of the Term, or be deemed as a purchase withdrawal, or give right to claim any reimbursement, either partially or in full.
2. Grant of License
2.1. Subject to the terms and conditions of the SLA and the Contract and payment of all applicable Fees, SciNote grants to the Customer, a non-exclusive and, except as set forth in the Contract, a non-assignable and non-transferable, license to install and use the Software, which grants the Customer the right to:
(a) install the Software for use concurrently by a number of Users up to the total number of Users as defined on the Order Form;
(b) use and run the Software as properly installed in accordance with this SLA and solely for Customer’s internal business purposes. Unless separately authorized by SciNote in writing, the use of the Software in the operation of a service bureau is prohibited;
(c) the right to make one (1) copy of the Software solely for archival purposes, program error verification, to replace defective media, or for backup purposes provided that the Customer shall not, and shall not allow any person to, install or use any such copy other than if and for so long as the installed copy is inoperable, and that the Customer has uninstalled and otherwise deleted such inoperable copy. All copies of the Software: (i) will be the exclusive property of SciNote; (ii) will be subject to the terms and conditions of this SLA; and (iii) must include all trademark and copyright notices contained in the original.
3. Term and Termination
3.1. The duration of the Initial Term is defined with the Order Form. Unless otherwise specified with the Order Form, the Initial Term and Renewal Term, respectively, shall be automatically renewed for each successive term, which shall by default be 1 year. A new Order Form will be provided for each Renewal Term.
3.2. The Initial Term or Renewal Term is not automatically renewed only if a Party notifies the other Party of termination (non-renewal) at least thirty (30) days prior to the end of Initial Term or Renewal Term, respectively. If the Initial Term or Renewal Term is not renewed, the Contract is terminated with the lapse of Initial Term or Renewal Term, respectively.
3.3. If non-automatic renewal is elected, the Contract automatically expires with the lapse of the Term.
3.4. SciNote reserves the right to terminate Contract if the Customer breaches any material provision of this SLA or the Contract. SciNote may terminate the Contract: (i) with immediate effect and without notice if Customer’s breach constitutes a violation of SciNote’s intellectual property rights in the Software; (ii) if the Customer fails to pay any amount when due and does not cure such breach within fifteen (15) days following notice thereof; and (iii) for any other breach, if the Customer has not cured the breach within thirty (30) days following notice thereof.
3.5. With the expiry of the Term or upon termination of the Contract, the license granted to the Customer in accordance with this SLA shall be terminated. The Customer shall be obligated to stop using the Software and to delete all copies of the Software from the infrastructure, where the Software was installed. SciNote shall have the right to verify Customer’s compliance with this SLA.
3.6. No expiration or termination shall affect the Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle the Customer to any refund.
3.7. Provisions of this SLA and the Contract, which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination will remain in full force and effect notwithstanding such termination.
4. Payment Terms
4.1. Payment terms shall apply to any and all Fees. SciNote reserves the discretionary right in creating, updating or cancelling any Fees. SciNote shall, however, not modify the Fees for an individual Customer during the Initial Term or Renewal Term for which the Customer has paid Fees in advance.
4.2. Any changes related to Fees shall be communicated to the Customer prior to the changes taking effect. If the Customer does not agree with the change in Fees, its sole remedy shall be not renewing the Contract for a Renewal Term.
4.3. For each Renewal Term an invoice shall be issued by SciNote, which will state the prices for the applicable Renewal Term.
4.4. For any Upsell only an invoice shall be issued. Fees charged for the Upsell shall be calculated and invoiced to the Customer proportionally according to the Fees defined with the latest Order Form or invoice, whichever is later, or according to the current prices if the Upsell was not defined in the Order Form or invoice, as applicable.
4.5. All Fees must be paid according to the following payment terms, unless the Order Form and/or invoice specifies otherwise:
(a) Fees must be paid in advance – license for the use of Software and access to the software shall be contingent on SciNote receiving the payment of Fees from Customer;
(b) Fees are non-refundable;
(c) Fees must be paid in full no later than 15 days from the day the invoice has been issued by the SciNote;
(d) Fees are stated exclusive of any taxes.
4.6. Fees shall be considered paid when they are available to SciNote on the bank account stipulated on the invoice in freely available funds. In case there is any dispute over the invoiced amount, the undisputed amount shall be paid by the Customer. The Customer shall not have the right to offset any amount payable to SciNote. All bank charges associated with payment of invoices shall be borne by the Customer.
4.7. All efforts of SciNote, which are not specified in the Order Form shall be subject to prior written agreement between the Parties and shall charged additionally.
4.8. Whenever any Fees are overdue (excluding amounts disputed reasonably and in good faith), maximum default payment interest fees allowed by applicable law may be charged to the Customer.
4.9. No Renewal Term shall be effective until the Fees for such Renewal Term have been paid in full.
5. Users
5.1. Customer is responsible for enabling Software to its Users. Their access shall be pre-defined with a User Role assigned to them by the Customer.
5.2. Customer is responsible for assigning the appropriate User Roles to its Users and understanding the permissions and application of such permission for each User Role, including its potential updates and changes that SciNote may introduce.
5.3. The Customer shall inform its Users of their obligations and of other terms and conditions applicable to its Users under the Contract.
5.4. User’s rights related to Research Data shall be governed solely by the User Role assigned to them by the Customer.
5.5. Users are responsible for keeping their User Account information (e.g. e-mail, username, password) safe and secure and must not allow any third-party to use their User Account information.
6. Ownership of Software
6.1. The Software is licensed, not sold. As licensee, the Customer own the magnetic or other physical media on which the Software is recorded, but SciNote retains all rights, title, proprietary interest in, and ownership of all parts of the Software. Software and the accompanying written materials are protected by copyright laws and other intellectual property laws and treaties.
7. Data Ownership
7.1. Regardless of actual ownership of Research Data, SciNote shall always treat the Customer as the sole owner of Research Data. SciNote claims no ownership or intellectual property or other rights over such Research Data.
7.2. Customer represents and warrants that it has all necessary rights and permissions regarding its Research Data and shall be solely responsible for any Research Data ownership issues and intellectual property issues that may arise in the process of using the Software.
8. Restrictions Applicable to All Versions
8.1. Any reproduction or redistribution of the Software not in accordance with the Contract is expressly forbidden. Customer may not reverse engineer, decompile, disassemble, decode or adapt the Software or modify, tamper with, adapt, translate, or create derivative works or otherwise attempt to derive or gain access to the source code of the Software without the prior written consent of SciNote. The Customer shall be held legally responsible for any infringement that is caused or encouraged by the Customer’s failure to abide by the terms of this SLA and of the Contract.
9. Restrictions for License
9.1. Customer may not transfer, rent, sell, or otherwise share the Software with any third party. The license granted by SciNote to the Customer is subject to the limitations regarding the number of installations, which is limited to one (1). Software may only be used by the Users, which are bound by the same terms as the Customer.
9.2. Customer shall be responsible for the security of copies of the Software supplied to the Customer under the Contract (or created from such copies) and shall use all reasonable endeavors (including all reasonable security measures) to ensure that access to such copies is restricted to authorized Users. The Customer is responsible for any damages (direct or indirect) that are a result of a breach of the Contract by it or any Users. The Customer is fully responsible for all actions and omissions of the Users, and it shall ensure that the Users use the Software in accordance with the Contract, including this SLA and the Order Form.
9.3. Software may only be used by the number of Users that have been specified in the Order Form. SciNote reserves the right to check this fact through a remote access, which shall be granted by the Customer for such purpose. If the number of Users exceeds the then total number of Users as specified in the Order Form, SciNote shall invoice the Customer and the Customer shall pay SciNote the applicable Fees for such additional Users (pro-rated for any partial Term based on when the additional Users were authorized).
9.4. Customer has the possibility to order an additional number of Users during the Term, which shall will be charged as an Upsell.
9.5. Customer agrees to notify SciNote in writing as soon as it becomes aware of any unauthorized use of the Software by any person.
10. Transfer Restrictions
10.1. Software is licensed only to the Customer. Except as provided for in the Contract, the Customer may not share the Software or transfer, rent, sell, or otherwise dispose of the Software on a temporary or permanent basis without the prior written consent of SciNote. Any authorized transfer of the Software shall be bound by the terms and conditions of the Contract.
11. Disclaimer of Warranty on Software
11.1. THE SOFTWARE, ACCOMPANYING WRITTEN MATERIALS, AND ANY SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AND SCINOTE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SCINOTE, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY, AND THE CUSTOMER MAY NOT RELY UPON SUCH INFORMATION OR ADVICE AT ANY TIME.
11.2. Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of Contract, SciNote gives no warranty or representation that the Software will be wholly free from defects, errors and bugs. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of Contract, SciNote gives no warranty or representation that the Software will be entirely secure. SciNote does not warrant or represent that the Software will be compatible with any other software.
12. Access
12.1. Unless specifically agreed otherwise by the Parties, SciNote has no access to the Software or physical machinery on which the Software is being installed by the Customer and therefore offers no warranty regarding proper deployment, updates, upgrades, maintenance or other usage of the installed Software. SciNote is only responsible for fulfilling the obligations set forth with the Contract and does not warrant Software’s operability, provided its operability depends on the way the Software is being installed and maintained. In case SciNote has reason to believe that the Customer is in breach of this SLA, Customer shall enable SciNote to perform an audit, the specifics of which shall be defined by the Parties.
13. Data Handling
13.1. SciNote has no access to any data (including Research Data) being processed by or with the help of the Software, making the Customer solely responsible for proper handling of such data (including Research Data), including back-ups and migrations of any data (including Research Data) stored in the Software.
14. Support
14.1. SciNote will provide the Customer with support services if the Support is specified with the Order Form. Support includes assistance with the use of Software. Support does not include general IT support.
15. Communication & Notifications
15.1. All communication shall be done through e-mail. When communicating with the Customer, SciNote may use any of the e-mail addresses available to SciNote.
15.2. The Customer has the obligation to keep its Users User Account information (including, but not limited to, contact information of the Organization Administrator, such as e-mail and username) up to date.
15.3. Any legal notices from the Customer to SciNote shall be sent via post to SciNote’s official address, with a copy of the notice sent to support@scinote.net.
15.4. Whenever SciNote believes e-mail is not the best tool for communication, SciNote may use other tools to communicate with the Customer.
15.5. All notices regarding termination (or non-renewal) sent by the Customer to SciNote shall be sent by e-mail to support@scinote.net. Termination by other means (via online call or other e-mail account) is initiated if receipt of such termination is confirmed by SciNote in writing.
16. Limitations of Remedies/Liability
16.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SCINOTE NOR ANYONE ELSE WHO HAS BEEN INVOLVED ON BEHALF OF SCINOTE IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, ACCOMPANYING WRITTEN MATERIALS, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGE FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF DATA, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SCINOTE’S TOTAL CUMULATIVE LIABILITY FOR LOSS OR DAMAGE UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER FOR THE SOFTWARE IN THE TERM IN WHICH THE BASIS FOR CLAIM AROSE.
17. Customer Obligations and Responsibilities
17.1. As Software is hosted on an instance running on the infrastructure outside of SciNote’s control, Customer (and/or their subcontractors) is solely responsible for installment and maintenance of the Software and managing the infrastructure it runs on. If, for example, the Customer misconfigures the instance or does not follow the instructions for upgrade and/or migration, the Customer is solely responsible for any potential loss of Research Data or Software functionality. SciNote is in no way liable for any such occurrence and bears no responsibility or liability for including, but not limited to any data loss, security threats, data breaches, etc. Customer is among other things solely responsible for: (i) encryption of Research Data, (ii) back-up and restore processes associated with Research Data, (iii) processing of Research Data, (iv) ensuring uptime of Software, and (v) system updates.
17.2. The Customer has the obligation to:
(a) enable internet access with sufficient bandwidth;
(b) provide access to a server with specifications and installations determined by SciNote;
(c) properly follow any maintenance, update and/or upgrade documentation or instructions provided by SciNote;
(d) update/upgrade the Software promptly when an update/upgrade is provided by SciNote in accordance with the provided instructions and documentation;
(e) ensure that the staff performing the local installation of the Software and any update/upgrade has sufficient knowledge and expertise to perform the local installation (including installation of updates/upgrades) in accordance with instructions and documentation provided by SciNote.
17.3. If the Customer does not meet its obligation defined in this Section, SciNote has no liability and responsibility towards the Customer, and all SciNote’s obligations arising from the Contract – providing the Customer with the Software and licenses – will be fulfilled upon providing the Customer with the package for local installation of the Software and/or update/upgrade, as and when applicable.
17.4. Customer shall not tamper with the Software outside the configurations required for it to be operable (e.g. code changes, including code changes to open source code, adding third party or their pieces of code etc.). If the Customer tampers with the Software outside the configurations required for it to be operable, SciNote is in no way responsible for any errors or consequences of that. Such actions of the Customers shall represent a breach of Contract and may lead to termination of the Contract by SciNote for cause.
18. Use Restrictions
18.1. Customer shall not use the Software for any purposes beyond the scope of the access granted by this SLA or the Contract. Customer shall not at any time, directly or indirectly, and shall not permit any User to:
(a) make error corrections to the Software, if not required as part of the Software’s functionality and if not explicitly described written instructions provided by SciNote,
(b) provide any person other than Users, with access to or use of Software, unless separately authorized in writing by SciNote;
(c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(e) remove or conceal any proprietary notices from the Software; or use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
(f) disable, tamper with, or seek to circumvent any protections or breach any security device used or controlled by SciNote other than by an User’s reasonable use of his or her own then valid access key; or
(g) use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is or may result in to SciNote’s commercial disadvantage.
19. Indemnification
19.1. Customer shall defend SciNote and hold SciNote harmless against any claim, demand, suit or proceeding made or brought against SciNote by a third-party arising from or being in any way associated to any third party claims relating to (a) Customer’s use of the Software, (b) Customer’s violation of this SLA and/or Contract, (c) Customer’s infringement or misappropriation of intellectual property rights of a third party, and/or (d) Customer’s violation of any applicable law. Customer shall indemnify SciNote for any damages finally awarded against, and for expenses (e.g. attorney fees) incurred by SciNote in connection with any such claim, demand, suit or proceeding. SciNote will attempt to provide the Customer with a notice of such claim, demand, suit or proceeding, whereas the failure to notify the Customer shall not in any way diminish the Customer’s indemnification obligation hereunder.
20. Export Restrictions
20.1. Customers use of the Software may be subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and the Customer agrees to comply with all applicable export and import laws and regulations. Customer shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Person(s)”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer represents and warrants that (i) it is not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of its Research Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. Customer also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. Customer agrees not to use or provide the Software for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
21. Prohibition to Use the Software
21.1. Customer shall not use Software if it is a person barred from receiving and/or using it under the laws of the United States or other countries, including the country, in which it is a resident of or from which it (intends to) use the Software. Customer shall not allow the use of the Software by others (e.g. Users), which are persons barred from receiving and/or using it under the laws of the United States or other countries, including the country, in which they are resident or from which they (intend to) use the Software.
22. Suggestions & Feedback
22.1. Sometimes feedback is received spontaneously (e.g. Users send e-mails), sometimes it is gathered in a systematic way (e.g. organized usability tests, surveys). Feedback can come in many forms – from a new feature suggestion, an integration idea, an improvement of SciNote’s processes and communication or even a bug report.
22.2. By providing feedback, the Customer grants SciNote an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback for any purpose without any obligation or compensation to the Customer or any other third party.
23. Compliance solutions
23.1. SciNote may offer certain software features or Services that are meant to help the Customers achieve compliance with certain legally binding regulation, standards and/or guidelines (e.g. HIPAA, 21 CFR Part 11, GLP).
23.2. However, Customer agrees and acknowledges that such compliance is always a multi-faceted effort that among other factors includes Customer processes, human resources, responsibilities, software, and instrumentation and that and no Software or Service provided by SciNote can guarantee the compliance.
23.3. It is always the sole responsibility of the Customer to make the assessment of whether any solution is compatible with full compliance requirements standards applicable in their use-case and what else is required to achieve such a compliance.
23.4. SciNote provides no legal or other interpretations of such documents, guidelines and standards nor does it provide guidelines or consultations for their implementation.
24. Free Testing
24.1. If the Parties have agreed on free testing of the Software for an agreed trial period, the use of the trial version of the Software is subject to the terms and conditions of this SLA, provided that the Customer (i) may use the trial version solely for non-productive use (i.e. evaluation and testing of the Software only), and (ii) after expiry of the trial period, access to the Software is contingent upon Customer’s payment of the relevant Fees.
24.2. Notwithstanding anything to the contrary, during free testing of the Software the Customer is testing the Software at its own risk, meaning it is solely responsible for protecting its property, data, and others from any risks associated with the Software.
24.3. SCINOTE GIVES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, REGARDING THE RESEARCH DATA INTEGRITY, SECURITY OR RETENTION DURING FREE TESTING OF SOFTWARE. FURTHERMORE, SCINOTE GIVES NO WARRANTY OR REPRESENTATION ON THE POSSIBILITY OF MIGRATING RESEARCH DATA FROM THE TESTING ENVIRONMENT TO THE PRODUCTION VERSION OF THE SOFTWARE.
25. Force Majeure
25.1. SciNote shall not be liable for any failure or delay in the performance of its obligations caused by circumstances beyond the control of SciNote, which may include denial-of-service attacks, hacker attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, pandemics, epidemics, other (natural) disasters, war, terrorism, and governmental action.
26. Publicity
26.1. Customer grants SciNote the right to use its organization name and logo as a reference for marketing or promotional purposes on SciNote’s website and in other public or private communications. Customer, which doesn’t want its organization name and logo to be used as described herein, may send SciNote an email to support@scinote.net stating that it does not wish to be used as a reference and SciNote will remove such mention in due time.
27. Customer specific terms
27.1. Clauses from this SLA may be waived or amended only if they are explicitly excluded and/or substituted by SciNote for a particular Customer with the Order Form or with a written annex signed by both Parties.
27.2. SciNote hereby explicitly disagrees with the inclusion of any contrary general terms or conditions by the Customer. For example, if the Customer sends a purchase order that includes some legal terms, SciNote’s acceptance of such purchase order shall in no way represent SciNote’s acceptance of the corresponding legal terms.
28. Relationship of the Parties; No Third-Party Beneficiaries
28.1. The Parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to the Contract.
29. Interpretation
29.1. The headings to the sections in this SLA (e.g. Interpretation) are solely for the purpose of convenience and easier understanding and navigation through the document and shall not have any effect on construction and interpretation of the Contract.
29.2. No provision shall be construed adversely to a Party solely on the ground that SciNote was responsible for the preparation of any parts of the Contract.
30. Severability
30.1. Unenforceability or invalidity of one or more clauses of this SLA or the Contract shall not have an effect on any other clause. If possible, any unenforceable or invalid clause of this SLA or the Contract shall be modified to show the original intention of the Parties.
31. Governing Law & Dispute Resolution
31.1. This SLA and the Contract and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this SLA and/or the Contract, shall be governed by the laws of the State of Wisconsin, U.S.A. without regard to its conflict of laws provisions and without regard to the UN Convention on Contracts for the International Sale of Goods (CISG).
31.2. Each Party agrees to give the other a written description of any problem(s) that may arise and to make a good faith effort to amicably resolve any such problem before commencing any proceeding. Should an amicable resolution not be possible within a reasonable time period, the Parties hereby agree to the jurisdiction of Wisconsin courts. Except for claims for taxes, payments and refunds, no claim or action, regardless of form, arising out of this SLA and/or the Contract may be brought by the Customer more than one (1) year after the cause of action has occurred.
32. Entire Agreement
32.1. This SLA, together with any documents referred to in it, or expressed to be entered into in connection with it, including the Order Form, constitutes the entire legal agreement between the Parties concerning the subject matter of the Contract, superseding any prior agreements between the Parties (including, but not limited to, any prior versions of the SLA). SciNote’s failure to exercise or enforce any right or provision of the SLA shall not constitute a waiver of such right or provision.
33. Effective Date and Future Changes
33.1. This SLA shall come into effect on the effective date first written above and shall replace any previous terms governing the same subject matter. SciNote reserves the right to modify or replace any part of the SLA at any time, provided that any changes shall apply between SciNote and the Customer only upon renewal of the Initial or Renewal Term or upon conclusion of a new Contract.
33.2. SciNote shall use its best efforts to communicate changes to the SLA by posting a notice on its website, via e-mail and/or by using other means of communication, prior to the changes to the SLA becoming effective.
34. Definitions
“Affiliates” means the corporate affiliates of SciNote, its employees, contractors, agents and consultants.
“Contract Effective Date” means the date, on which the Customer enters into a Contract with SciNote, either by signing an Order Form as a Customer with which the Customer agrees to be bound by the SLA.
“Contract” means the whole legal agreement between the Customer and SciNote, whereas the SLA along with the Order Form, where applicable, and other applicable documents, form an integral part of the Contract; if no Order Form is signed the contract shall mean the document, based on which the Customer ordered the Software from SciNote, whereas the SLA is an integral part of the Contract, regardless of its from.
“Customer” refers to a person (legal or natural) that is defined in the Order Form as the customer.
“Fees” means any charges made to the Customer related to the and/or charged in connection with the Software and or Services.
“Initial Term” means the duration of the initial license term as defined in the applicable Order Form.
“Order Form” is a written agreement between SciNote and a Customer, specifying the Customer’s license terms, with which the Customer agrees to be bound by the SLA.
“Organization Administrator” means a User with the highest User Role within the Software, who is authorized to assign Users, assign User roles, approving data access. In case there are more Organization Administrators, each of them shall have such rights.
“Party” or “Parties” refers to both the Customer and SciNote.
“Renewal Term” means the duration of an automatically renewed respective Initial Term or Renewal Term.
“Research Data” means all data stored and/or inputted into the Software by the Customer and its respective Users, regardless of whether such data has been created by the Customer or its Users.
“Software” means the software (“electronic lab notebook”) owned by SciNote, generally used for scientific research management, licensed to the Customer by SciNote as described in the Order Form, including any updates which may be provided by SciNote in accordance with the Order Form.
“Services” means SciNote’s services, such as licensing, hosting, maintenance, support, consulting, software development.
“Term” means the duration of the Contract as a whole.
“SLA” means this Software License Agreement, as available at: [url], as amended from time to time.
“Upsell” means increase of number of Users, purchase of additional features, change of features, etc. during the Term.
“User Account” means an account associated with the unique e-mail of a User and a username.
“User Role” means a set of predefined rights and permissions granted to a User by the Customer (Organization Administrator) within the Software, such as: view, edit, submit and delete data, invite other Users and perform other actions that can be performed in relation to the Software.
“User” means a natural person with a User Account using the Software on behalf of a Customer.
“SciNote” refers to SciNote LLC, registered at 3000 Parmenter Street, Middleton, Wisconsin, USA and Affiliates.