SCINOTE TERMS OF SERVICE
Effective date: May 15th, 2023
1.1. These Terms are an integral part of the Contract between Us, SciNote, and You, the Customer, as they define the rights and obligations when using Our Services, so please read them carefully. These Terms represent the general terms under which SciNote is providing its Services to a wide range of customers subscribing to different Plans, meaning some sections of these Terms may not apply to You (e.g. EULA shall apply only to Local Premium Plans etc.).
1.2. Contract shall become effective on the Contract Effective Date.
1.3. As Our Services are 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 You and Us.
2. Premium Customer & Premium Plan Subscription
2.1. Premium Customer enters into a Contract with Us, which defines the specifics of the chosen Premium Plan. By entering into a Contract, Premium Customer agrees to be bound by these Terms.
2.2. Premium Customer shall designate at least one Organization Administrator’s e-mail address. The Organization Administrator’s e-mail address must be kept up to date by the Premium Customer.
2.3. Premium Customer is assigned a dedicated Workspace(s) within SciNote ELN.
3. Free Testing of Premium Plan
3.1. Whenever a Customer is offered free testing of Services covered by a Premium Plan free of charge, such use shall be governed by the terms governing the applicable Premium Plan, unless otherwise specified. The term of the free trial shall be 14 days.
3.2. Notwithstanding anything to the contrary, during free testing of Services:
- the Customer must abide by the provisions of these Terms;
- some features of Services may not be available;
- there is no uptime guarantee nor there is any guaranty that the Services will be working as intended or described;
- the Customer is testing the Services at its own risk, meaning it is solely responsible for protecting its property, data, and others from any risks caused by the Services;
- the Customer shall input only test Research Data with no value whatsoever as any Research Data inputted during free testing can be deleted, lost or shared with third parties, whereas SciNote has no liability towards the Customer arising from such actions or omissions.
3.3. SCINOTE GIVES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, REGARDING THE RESEARCH DATA INTEGRITY, SECURITY OR RETENTION DURING FREE TESTING OF SERVICES. FURTHERMORE, SCINOTE GIVES NOT WARRANTY OR REPRESENTATION ON THE POSSIBILITY OF MIGRATING RESEARCH DATA FROM THE TEST INSTANCE OF THE SERVICES TO THE PAYABLE SERVICES.
4. Contract Term and Termination
4.1. 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.
4.2. 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.
4.3. If non-automatic renewal is elected, the Contract automatically expires with the lapse of the Term.
4.4. Premium Customer can terminate the Contract at any time without cause with a 30-day notice period.
4.5. SciNote can terminate the Contract without cause with a 30-day notice period by sending a notice to the Customer.
4.6. Upon termination without cause by any Party, the notice period begins at the moment the other Party is notified of such termination via e-mail. The Contract is terminated with the lapse of the last day of the notice period.
4.7. SciNote reserves the right to terminate the Contract for cause at any time with immediate effect if the Customer or any of its Users performs a material breach of Contract (e.g. its User breaches the Acceptable Use Policy etc.).
5. Effects of Termination – Cloud Premium Plan only
5.1. This Section 5 of the Terms applies only to Premium Customers subscribed to a Cloud Premium Plan.
5.2. Upon termination from Premium Customer or SciNote without cause, Premium Customer shall have the Cloud Premium Plan and Premium Customer’s Workspace fully available and accessible for the duration of the Termination Period. In cases where automatic renewal is not elected and in cases of non-renewal of the respective Initial Term or Renewal Term, the Premium Customer shall have the Cloud Premium Plan and Premium Customer’s Workspace fully available and accessible for the duration of the Term.
5.3. SciNote also has the right to shorten the Termination Period at any time, which shall be communicated to Customer before the Termination Period starts.
5.4. Whenever Contract is terminated during the Term by either Premium Customer or SciNote, no reimbursement of any payments of any Fees shall be made, except when the Contract is terminated by SciNote without cause. In such case the reimbursement shall be calculated proportionally, taking into account months left in the Term, for non-performed Services. SciNote shall pay the reimbursing amount in 60 days after the end of the Termination Period.
5.5. During the Termination Period, the Premium Customer shall be solely responsible for downloading all the Research Data.
5.6. With the lapse of the Termination Period or with the expiry of the Term all rights and access to the Services under the Contract will terminate (including access to the Workspace and Research Data). IT IS THE CUSTOMER’S SOLE RESPONSIBILITY TO ENSURE IT HAS DOWNLOADED ALL RESEARCH DATA PRIOR TO THE LAPSE OF THE TERMINATION PERIOD OR EXPIRY OF THE TERM OF THE CONTRACT.
5.7. In no way shall SciNote be responsible or liable for any loss of Research Data, which occurs after the lapse of the Termination Period or expiry of the Term of the Contract, and it shall delete such Research Data at its convenience.
5.8. Upon termination, SciNote reserves the right to retain Customer’s Activity Data.
6. Payment Terms
6.1. Payment terms shall apply to any and all Fees. We reserve the discretionary right in creating, updating or cancelling any Fees. We shall, however, not modify the Fees for an individual Premium Customer during the Initial Term or Renewal Term for which the Premium Customer has paid Fees in advance.
6.2. Any changes related to Fees shall be communicated to the Premium Customer prior to the changes taking effect. If the Premium Customer does not agree with the change in Fees its sole remedy shall be not renewing the Contract for a Renewal Term.
6.3. For each Renewal Term an invoice shall be issued by SciNote, which will state the prices for the applicable Renewal Term.
6.4. For any Upsell only an invoice shall be issued. Fees charged for the Upsell shall be calculated and invoiced to the Premium 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 object of the Upsell was not defined in the Order Form or Invoice, as applicable.
6.5. We reserve the right to charge different Fees for individual Customers, even when they have the same Plan subscriptions and/or use identical Services.
6.6. Fees are specified with the Order Form(s) and/or the invoice. Whenever Fees on the Order Form and invoice are different, the Fees stated on the invoice shall apply.
6.7. All Fees must be paid according to the following payment terms, unless the Order Form and/or invoice specifies otherwise:
- Fees must be paid in advance – SciNote is not obligated to perform any part of the Services, nor provide access to the Software prior to receiving the payment of Fees from Customer;
- Fees are non-refundable, regardless of whether the Contract was terminated mid-Term by either Party, unless in cases specified in the Contract or these Terms;
- Fees must be paid in full no later than 15 days from the day the invoice has been received by the Customer via e-mail;
- Fees are stated exclusive of any taxes.
6.8. 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.
6.9. In the event Customer downgrades to any Plan with lower or no Fees, Customer will remain responsible for any unpaid Fees from the original Plan and Services under the initial Plan will be deemed fully performed and delivered upon expiration of the Term, Initial Term or Renewal Term, respectively.
6.10. The obligation of Customer to pay the Fees does not depend on its actual use of the Services. For example, if a Premium Customer ordered with the Order Form access to Services for 5 Users, but only 3 Users used the Services, the Customer is still obligated to pay the full Fee for the Premium Plan subscription as stipulated on the Order Form and/or invoice.
6.11. If the Customer activates more User Accounts, features or Services or similar than specified with the Contract (e.g. due to a technical error in SciNote ELN), SciNote shall have the right to charge the full Fees for such activated User Accounts, features or Services or similar for the entire applicable period.
6.12. All efforts of SciNote, which are not a part of the Services specified in the Contract (e.g. personal data deletion or access requests or other such requests, data migrations, cooperation in audits and other procedures etc.) shall be subject to prior written agreement between the Parties and shall charged additionally.
7. Effects of Non-Payment
7.1. 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.
7.2. Whenever Fees are thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, de-activate any Services and/or disable access to the Services.
7.3. Whenever any such Fees are sixty (60) or more days overdue, We may, without limiting Our other rights and remedies, terminate the Contract and Customer’s access to Services completely. Such non-payment shall constitute a material breach of Contract.
8.1. Premium Customer subscribes to a Premium Plan for a defined number of Users.
8.2. If the Premium Customer orders additional number of Users during the Term, this will be charged as an Upsell.
8.3. Premium Customer is responsible for enabling the Premium Plan to its Users. Their access shall be pre-defined with a User Role assigned to them by the Premium Customer.
8.4. 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 We may introduce.
8.5. Customer is liable and responsible for everything related to the Customer’s Workspace, including any actions and/or omissions of its Users and for any breaches of the Contract, including breaches of these Terms and the Order Form.
8.6. The Customer shall inform its Users of their obligations and of other terms and conditions applicable to their Users under the Contract.
8.7. Any Research Data that a User uploads/inputs into a Customer’s Workspace, shall automatically fall under authority and control of such Customer with regard to the use of the Services.
8.8. User’s rights related to Research Data shall be governed solely by the User Role assigned to them by the Customer.
8.9. 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.
8.10. Our Services are intended for professional use and are not intended to be used directly by children aged 13 or under. SciNote does not knowingly collect or solicit personally identifiable information from children 13 years of age or under. If You are a child aged 13 or under, You are not allowed register for the Services or send any personal information about Yourself to Us. If We learn we have collected personal information from a child 13 or under, We will delete that information as quickly as possible.
9. Connected Accounts
9.1. If a User sign-ups/sign-ins to its User Account in SciNote ELN with an account the User already has in a third party application (e.g. LinkedIn), the User creates a so-called connected account.
9.2. It is in the sole discretion of the Customer to allow such sign-up/sign-in for its Users. It is the sole responsibility of the Customer to understand the consequences of allowing the use of connected accounts for sign-up/sign-in to SciNote ELN, especially in terms of who can access, store, process, edit or delete data, which will be linked to and from SciNote ELN.
9.3. SciNote is in no way liable for any consequences arising from the use of such connected accounts.
10.1. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Customer’s Research Data, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party or (iii) is independently developed by either Party without use of the Confidential Information from the other Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party except as set forth by these Terms and the Contract, (iii) not disclose Confidential Information of the Disclosing Party to any third party without its consent except as permitted by these Terms and the Contract, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, (sub)contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
11. Access to Workspace
11.1. SciNote may view, analyze or otherwise process Customer’s Research Data and Activity Data for any of the following purposes: (a) provision of Services to the Customer; (b) maintenance and improvement of Services, including of SciNote ELN; (c) system administration; (d) support; (e) product and service improvements; (f) performance any other obligations under the Contract; (g) compliance with any applicable laws and regulations; or (h) enforcement of its rights under the Contract.
11.2. Notwithstanding the access reasons above, SciNote also has the right to access the Customer’s Research Data at any time when the Customer gives a written consent to do so (e-mail sufficient).
12. Data Ownership
12.1. Regardless of actual ownership of Research Data, We shall always treat the Customer as the sole owner of Research Data related to their Workspace. We claim no ownership or intellectual property or other rights over such Research Data.
12.2. 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 Our Service(s).
13. SciNote Ownership Rights
13.1. SciNote holds the copyright and/or the license in the SciNote ELN software code, its look and feel and all data and to all trademarks and service marks, which is not herein defined as Research Data. All third-party software or other content potentially used for and in our Services remains with the respective third-parties and We are not responsible or liable for it.
13.2. Any reproduction or redistribution of SciNote ELN not in accordance with the Contract is expressly forbidden. You shall not, and shall not allow or encourage Your Users, to reverse engineer, decompile, disassemble SciNote ELN or modify, tamper with, adapt, translate, or create derivative works of SciNote ELN without the prior written consent of SciNote. You shall not, and shall not allow or encourage Your Users, publish, transmit, participate in the transfer or sale of, reproduce, or otherwise exploit SciNote ELN and/or Services, except as provided for in the Contract.
14.1. We are free to choose any subcontractor for the provision of Our Services.
14.2. In no way, shall subcontracting any of Our Services present Contract breach by Us, including but not limited to confidentiality, access to Workspace and personal data clauses.
15.1. SciNote may be integrating with third-party applications to complement SciNote ELN’s functionalities, capabilities, look and feel of the Software and Services.
16. Personal Data
16.1. Customer is responsible for ensuring an adequate legal basis for processing of personal data it controls.
16.2. It is the sole responsibility of the Customer to identify whether or not SciNote is considered a processor of personal data, which processes the personal data on behalf of the Customer. If You establish that SciNote will be acting as a processor of personal data on Customer’s behalf please contact Us in order to identify appropriate steps.
16.3. We are not responsible or liable for any breaches of applicable data protection regulations by the Customer while using Our Services. We do not have the obligation to check whether Customer uploads/inputs personal data into the Workspace or if Research Data includes personal data, therefore We are not responsible for Customer’s compliance with applicable personal data protection regulations nor do we have any obligation to treat the information the Customer uploads/inputs into the Workspace or any part of Research Data as personal data.
17. Communication & Notifications
17.1. 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.
17.2. 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.
17.3. Any legal notices from the Customer to Us shall be sent via post to Our official address, with a copy of the notice sent to email@example.com.
17.4. Whenever We believe e-mail is not the best tool for communication, We may use other tools to communicate updates or relevant information to You, such as, but not limited to the use of SciNote ELN interface.
17.5. All notices regarding termination (or non-renewal) sent by the Customer to SciNote shall be sent by e-mail to firstname.lastname@example.org. Termination by other means (via online call or other e-mail account) is initiated if receipt of such termination is confirmed by SciNote.
18.1. We will provide You with support service if the Support is available within the Plan You subscribed to, always as specified with the Order Form. Support may include assistance with the use and implementation of SciNote ELN. Support does not include general IT support.
19. Warranty disclaimer
19.1. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES, SCINOTE ELN AND ALL RELATED CONTENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
19.2. We continuously strive to improve our Services, including SciNote ELN, meaning the Services and SciNote ELN may change in the future. We reserve the right to add new features to the Services and/or SciNote ELN, to suspend or discontinue the Services and/or SciNote ELN in part or in whole, to impose limits or other restrictions to the Services and/or SciNote ELN or a part thereof. We reserve the right to change, update, add or remove any Plan or any part thereof at any time.
20. Limitation of Liability
20.1. IN NO EVENT WILL SCINOTE HAVE ANY LIABILITY TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUES, DATA OR GOODWILL OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE DAMAGES BEING CAUSED BY AN OCCURRENCE WITHIN OR OUTSIDE OF OUR CONTROL. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
20.2. IN NO EVENT SHALL OUR LIABILITY TO YOU IN RESPECT OF ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY IN CONNECTION WITH THE SERVICES, EXCEED THE FEES PAID BY YOU FOR SUCH SERVICES, WHICH ARE THE SUBJECT OF THE DISPUTE, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE, ON WHICH THE GROUNDS FOR THE CLAIM AROSE.
20.3. SciNote has no connection or responsibility for any data that is linked by Customer as an URL in the Workspace or data linked to Customer’s Workspace via integrations with other applications.
21.1. You shall defend Us and hold Us harmless against any claim, demand, suit or proceeding made or brought against Us by a third-party arising from or being in any way associated to any third party claims relating to (a) Your use of the Services, (b) Your violation of these Terms and/or Contract, (c) Your infringement or misappropriation of intellectual property rights of a third party, and/or (d) Your violation of any applicable law. You shall indemnify Us for any damages finally awarded against, and for expenses (e.g. attorney’s fees) incurred by Us in connection with any such claim, demand, suit or proceeding. We will attempt to provide You with a notice of such claim, demand, suit or proceeding, whereas the failure to notify you shall not in any way diminish your indemnification obligation hereunder.
22. Force Majeure
22.2. 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.
23. Acceptable Use Policy
23.1. You shall not use, encourage, promote, facilitate or instruct others (e.g. Users), and You shall not allow others (e.g. Users), to use the Services and/or Software for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include, but are not limited to:
- activities that are illegal, that violate or infringe on the rights of others (e.g. copyright), or that may be harmful to others, SciNote operations or reputation, or actions promoting such activities, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming, illegal export of controlled substances or illegal software, drug paraphernalia, malicious content and other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights;
- content that infringes or misappropriates the intellectual property or proprietary rights of others, including illegally transmitting another’s intellectual property or other proprietary information without such owner’s or licensor’s permission;
- content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, content intended to advocate or advance computer hacking or cracking, phishing, including viruses, Trojan horses, worms, time bombs, or cancelbots and its distribution;
- any activities which use the Services and/or Software to violate the security or integrity of any network, computer or communications system, software application, or network or computing device. Prohibited activities include but are not limited to accessing or using SciNote Services and/or Software without permission, including attempting to probe, scan, or test the vulnerability of SciNote Services and/or Software or to breach any security or authentication measures used by a SciNote Services and/or Software and performing significant load testing without first obtaining written consent (email permitted) from SciNote, as otherwise these may be treated as denial-of-service attacks, which are constituted as a prohibited activity;
- permitting a third party that is not a User to access or use a username or password for the SciNote Services and/or Software and sharing, transferring or otherwise providing access to an account designated for You or Your Users to another person;
- any activities which alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. Such activities includes, but is not limited to: sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law, imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam, selling, exchanging or distributing to a third party the email addresses of any person without such person’s knowing and sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship;
- any access to Services and/or Software in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics, including modifying, adapting, translating, or reverse engineering any portion of the Services and/or Software;
- impersonating any person or entity, including, but not limited to, an employee of SciNote or any other User or Customer, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
- abuse of referrals or promotions;
- sublicensing, selling and reselling, trading, time-sharing or similarly exploiting Services and/or Software;
- creating accounts with automation or register accounts in bulk account without prior written approval from SciNote;
- interfering with other Users’ or Customer’s enjoyment of Services and/or Software;
- removing or modifying SciNote logo or any other SciNote marks or any copyright, trademark or other proprietary rights notices contained in or on the Services and/or Software;
- using the Services and/or Software in connection with illegal peer-to-peer file sharing;
- using the Services and/or Software, or any provided interfaces, as well as accessing any SciNote Services and/or Software in a manner that violates the terms and conditions for use of such Services and/or Software.
- in cases where SciNote uses Amazon AWS as a subcontractor (e.g. Could Premium Plan(s)), using the SciNote Services in a way that violates Amazon Web Services Acceptable Use Policy.
23.2. We reserve the right, but do not assume the obligation, to investigate any violation of this acceptable use or misuse of Services and/or Software however We see fit. Among other things, SciNote may:
- investigate violations of this acceptable use policy; or
- remove, disable access to, or modify any content or resource that violates this acceptable use policy.
23.3. SciNote may report any activity that SciNote suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. The reporting may include disclosing appropriate Customer and User information, including any Research Data. SciNote may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this acceptable use policy.
23.4. If You become aware of any related violation, it is your duty to immediately notify SciNote and provide assistance, as requested, as well as to stop or remedy the violation. To report any violation of this policy, please send an e-mail to: email@example.com.
24.1. Your use of Our Services and Software may subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and You agree to comply with all applicable export and import laws and regulations in Your access to and use of Our Services (or any part thereof). You 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 Services 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. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of Your Research Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Services 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.
25. Prohibition to Use the Services
25.1. You shall not use Our Services if You are a person barred from receiving and/or using it under the laws of the United States or other countries, including the country, in which You are resident or from which you (intend to) use the Service and/or Software. You shall not allow the use of Our Services 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 Service and/or Software.
26. Suggestions & Feedback
- 26.1. We strongly believe in continuous interaction with You in order to develop and provide the best possible Services. Sometimes feedback is received spontaneously (e.g. Your voluntary e-mail to Us), sometimes we gather it in a systematic way (e.g. organized usability tests, surveys).
- 26.2. It can come in many forms – from a new feature suggestion, an integration idea, an improvement of our processes and communication or even a bug report. Regardless of whether the feedback is negative or positive and whether we end up implementing it or not, we are always very grateful for it.
- 26.3. However, please be aware that by providing such suggestions, You grant us unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such suggestion for any purpose without any obligation or compensation to You or any other third party.
27. Compliance solutions
27.1. We may offer certain software features or Services that are meant to help our Customers achieve compliance with certain legally binding regulation, standards and/or guidelines (e.g. HIPAA, 21 CFR Part 11, GLP).
27.2. 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 Us can guarantee the compliance.
27.3. 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.
27.4. We do not provide legal or other interpretations of such documents, guidelines and standards nor to provide guidelines consultations for their implementation and standards.
28.1. Customer grants Us the right to use its organization name and logo as a reference for marketing or promotional purposes on Our 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 Us an email to firstname.lastname@example.org stating that it does not wish to be used as a reference and We will remove such mention in due time.
29. Local Premium Plan Specific Terms
- 29.1. This Section 29 of the Terms applies solely to Premium Customers subscribing to the Local Premium Plan. Premium Customer’s subscription to the Local Premium Plan is also governed by the rest of these Terms, which apply to all Customers. In case of discrepancies between the provisions of this Section 29 and rest of the Terms, the provisions of this Section 29 will apply to Premium Customers subscribing to the Local Premium Plan.
- 29.2. All Premium Customers subscribed to the Local Premium Plan and its Users are bound by the provisions of EULA as defined below.
- 29.3. The Premium Customer subscribing to a Local Premium Plan has the obligation to:
- enable internet access with sufficient bandwidth;
- provide access to a server with specifications and installations determined by SciNote;
- properly follow any maintenance, update and/or upgrade documentation or instructions provided by Us;
- update/upgrade the Software promptly when an update/upgrade is provided by SciNote in accordance with the provided instructions and documentation;
- ensure that the staff performing the local installation of a Local Premium Plan has sufficient knowledge and expertise to perform the local installation (including installation of updates/upgrades) in accordance with instructions and documentation provided by SciNote.
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 Local Premium Plan – will be fulfilled upon providing the Customer with the package for local installation of the Local Premium Plan and/or update/upgrade, as and when applicable.
- 29.4. As Local Premium Plan is hosted on an instance running on the infrastructure outside of SciNote’s control, Premium Customer (and/or their subcontractors) is solely responsible for installment and maintenance of SciNote ELN and managing the infrastructure it runs on. If, for example, the Premium Customer misconfigures the instance or does not follow the instructions for upgrade and/or migration, Premium Customer is solely responsible for any potential loss of Research Data or SciNote ELN 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.
- 29.5. If Premium Customer tampers 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.), SciNote is in no way responsible for any errors or consequences of that. Such actions of the Premium Customers shall represent a breach of Contract and may lead to termination of the Contract by SciNote for cause.
- 29.6. Premium Customer understands that a Local Premium Plan can have limited SciNote ELN functionality and/or quality compared to Cloud Premium Plan due to technical and/or other limitations.
- 29.7. END USER LICENSE AGREEMENT (“EULA”) applies only to Local Premium Plan(s), in which case the Premium Customer of such subscription is the licensee and SciNote is the licensor of SciNote ELN. EULA governs the use of the SciNote ELN and any associated documentation and Services made available by SciNote to the Premium Customer under a Local Premium Plan. It also applies to any updates, supplements, add-on components, or services for SciNote ELN that SciNote may subsequently provide to the Premium Customer. BY INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, THE PREMIUM CUSTOMER IS AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA:
- 29.7.1. Grant of License. Subject to the terms and conditions of the Contract and payment of all applicable Fees, SciNote grants to the Premium Customer, a non-exclusive and, except as set forth in the Contract, a non-assignable and non-transferable, right to install and use the Software.
- 29.7.2. Ownership of Software. The Software is licensed, not sold. As licensee, You own the magnetic or other physical media on which the SciNote ELN is recorded, but SciNote retains all right, title, proprietary interest in, and ownership of all parts of SciNote ELN. SciNote ELN and the accompanying written materials are protected by copyright laws and other intellectual property laws and treaties.
- 29.7.3. Restrictions Applicable to All Versions. Any reproduction or redistribution of SciNote ELN not in accordance with the Contract is expressly forbidden. You may not reverse engineer, decompile, disassemble SciNote ELN or modify, tamper with, adapt, translate, or create derivative works of the Software without the prior written consent of SciNote. You shall be held legally responsible for any infringement that is caused or encouraged by your failure to abide by the terms of this Contract.
- 29.7.4. Restrictions for License. Premium Customer may not transfer, rent, sell, or otherwise share SciNote ELN with any third party. The license granted by SciNote to the Premium Customer is subject to the limitations regarding the number of installations, which is limited to one (1). SciNote ELN may only be used by the officers and employees of the Customer, and the officers and employees of the Customer’s agents, subcontractors, customers, clients, suppliers and service providers (“Persons under Customer’s Authority”), which are bound by the same terms as the Customer.
The Premium Customer shall be responsible for the security of copies of the Software supplied to the Premium 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 Persons under Customer’s Authority. The Customer is responsible for any damages (direct or indirect) that are a result of a breach of the Contract by it or any Person under Customer’s Authority. The Premium Customer is fully responsible for all actions and omissions of the Persons under Customer’s Authority, and it shall ensure that the Persons under Customer’s Authority use SciNote ELN and the Services in accordance with the Contract, including these Terms, EULA and the Order Form.
SciNote ELN 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 Premium Customer for such purpose.
- 29.7.5. Transfer Restrictions. SciNote ELN is licensed only to the Premium Customer. Except as provided for in the Contract, the Premium 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 SciNote ELN shall be bound by the terms and conditions of the Contract.
- 29.7.6. Disclaimer of Warranty on SciNote ELN. THE SOFTWARE, ACCOMPANYING WRITTEN MATERIALS, AND ANY SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” 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 YOU MAY NOT RELY UPON SUCH INFORMATION OR ADVICE AT ANY TIME.
Premium 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.
- 29.7.7. Access. 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 Premium 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 SciNote ELN is being installed and maintained. In case SciNote has reason to believe that the Premium Customer is in breach of this EULA, Premium Customer shall enable SciNote to perform an audit, the specifics of which shall be defined by the Parties.
- 29.7.8. Data Handling. SciNote also 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 SciNote ELN.
- 29.7.9. Limitations of Remedies/Liability. 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 YOU FOR THE SOFTWARE IN THE TERM IN WHICH THE BASIS FOR CLAIM AROSE.
- 29.7.10. Waiver/Modification. No waiver or modification of the terms of this EULA shall be effective unless ratified in writing and signed by both Parties.
- 29.7.11. Term. With the expiry of the Term, the license granted to the Customer in accordance with this EULA 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 EULA.
30. Free Customer Specific Terms
30.1. This Section 30 of these Terms applies solely to Free Customers subscribing to the Free Plan. Free Customer’s subscription to the Free Plan is also governed by the rest of these Terms, which apply to all Customers. In case of discrepancies between the provisions of this section and rest of the Terms, the provisions of this section will apply to Free Customers subscribing to the Free Plan.
30.2. Free Customer’s subscription to a Free Plan includes only one User. Every Free Customer is assigned a dedicated Workspace, where the Free Customer is automatically assigned with the highest User Role.
30.3. Free Customer is responsible for actions and omissions of Users using the Free Customer’s Workspace.
30.4. We have no obligation to Free Customers with regards to our Services. We do not guarantee any uptime, maintenance or updates of SciNote ELN and/or Services, nor take any responsibility that it shall be working or available as intended or described in any of our promotional materials.
30.5. We reserve the right to change the Free Plan (e.g. limits, quantities, features etc.) at any time without notice.
30.6. We do not guarantee support services for Free Customers.
30.7. A Free Plan subscription stays in effect until terminated by either Party.
30.8. Free Customer has the right to initiate termination of the Free Plan without cause by providing the termination request to SciNote via e-mail. The Free Plan subscription is terminated once SciNote sends the Free Customer confirmation of receiving the notice of termination.
30.9. SciNote has the right to terminate the Free Plan subscription without cause at any point by giving the Free Customer 14-day notice.
30.10. SciNote also has the right to terminate the Free Plan subscription immediately and without notice, if Free Customer or any of the Users using its Workspace perform a material breach of Contract (e.g. breach of Acceptable Use Policy).
30.11. Upon termination of the Free Plan, SciNote shall at its convenience delete Research Data of the Free Customer’s Workspace, including the Workspace itself. The Free Customer’s User Account shall not be deleted upon termination, due to the possibility that it might be associated with other Workspaces, which may be assigned to other Customers.
30.12. Free Customer is solely responsible for making a copy of all Research Data that it might need, before initiating termination of the Free Plan subscription and/or before the Free Plan subscription is terminated. Free Customer is solely responsible to communicate the termination and its effects to all affected Users, as the termination may affect them and their Research Data as well.
30.13. Upon termination, SciNote reserves the right to retain Free Customer’s Activity Data.
31. Customer specific terms
31.1. Clauses from these Terms may be waived or amended only if they are explicitly excluded and/or substituted by Us for a particular Customer with the Order Form or with a written annex signed by both Parties.
31.2. We hereby explicitly disagree to the inclusion of any contrary general terms or conditions by You. For example, if You send a purchase order that includes some legal terms, Our acceptance of such purchase order shall in no way represent our acceptance of the corresponding legal terms.
32. API Terms
32.1. If and when applicable, the Customer is also bound by API Terms, and API Terms are in such case incorporated into the Contract and form an integral part thereof.
33. Relationship of the Parties; No Third-Party Beneficiaries
33.2. 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.
34.1. The headings to the sections in these Terms (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.
34.2. No provision shall be construed adversely to a Party solely on the ground that We were responsible for the preparation of any parts of the Contract.
35.1. Unenforceability or invalidity of one or more clauses in the Contract shall not have an effect on any other clause. If possible, any unenforceable or invalid clause in the Contract shall be modified to show the original intention of the Parties.
36. Governing Law & Dispute Resolution
36.1. These Terms and the Contract and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms 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).
36.2. 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 these Terms and/or the Contract may be brought by the Customer more than one (1) year after the cause of action has occurred.
37. Entire Agreement
37.1. These Terms, together with any documents referred 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 Contract, superseding any prior agreements between You and Us (including, but not limited to, any prior versions of the Terms). Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
38. Open-source Version of SciNote ELN
38.1. These Terms do not apply for the use of open-source version of SciNote ELN available on https://github.com/scinote-eln/scinote-web, the use of which is governed by the SciNote ELN open source license terms and other applicable terms and legislation.
39. Effective Date and Future Changes
39.1. These Terms come into effect on the effective date first written above and shall replace any previous terms. We reserve the right to modify or replace any part of the Terms at any time. It is Your responsibility to check the Terms periodically for changes, whereas the current version will be available at: https://www.scinote.net/terms-of-service.
39.2. We shall use Our best efforts to communicate changes to You by posting a notice on Our website, by sending You an e-mail and/or by using other means of communication, prior to the changes becoming effective. Your continued use of the Services after any change to the Terms will be deemed that You agree with all the changes made to the Terms. If You do not agree with the amended Terms the only remedy at Your disposal is to cease using the Services and/or Software and/or to terminate the Contract.
“Affiliates” means the corporate affiliates of SciNote, its employees, contractors, agents and consultants.
“API Terms” means the terms governing the license and use of the SciNote ELN application program interface, available at: https://www.scinote.net/legal/api-terms/, as amended from time to time.
“Cloud Premium Plan” means a Premium Plan, where the instance is running on the infrastructure that is chosen and controlled by SciNote.
“Contract Effective Date” means the date, on which the Customer enters into a Contract with SciNote, either by signing an Order Form as a Premium Customer with which the Premium Customer agrees to be bound by the Terms or agreeing to the Terms as a Free Customer by submitting the applicable sign-up form; if not defined elsewhere Contract Effective Date shall mean the start date of the Services, defined on the invoice or on other applicable document.
“Contract” means the whole legal agreement between the Customer and SciNote, whereas the Terms 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 Services from SciNote, whereas the Terms are an integral part of the Contract, regardless of its from.
“Customer”, “You” or “Your” refers to a person (legal or natural) that subscribes to a Plan.
“EULA” means the End User License Agreement, which contains specific provisions governing Customer’s subscription to a Local Premium Plan.
“Fees” means any charges made to the Customer related to the and/or charged for the Services.
“Free Customer” means a person (legal or natural) that subscribes to a Free Plan by successfully submitting the online sign-up form used for subscribing to a Free Plan and agreeing to the Terms, thus creating their User Account.
“Free Plan” means a Plan, which is generally free of charge, accessible by the Customer through website URL my.scinote.net, as available at any given moment.
“Initial Term” means the duration of the initial Premium Plan subscription term as defined in the applicable Order Form.
“Local Premium Plan” means a Premium Plan, where the instance is running on the infrastructure that is not chosen and/or controlled by SciNote (e.g. instance running on Customer’s own infrastructure).
“Order Form” is a written agreement between SciNote and a Premium Customer, specifying the Customer’s Premium Plan, with which the Customer agrees to be bound by the Terms.
“Organization Administrator” means a User with the highest User role within the Premium Customer’s Workspace, who is authorized to send User invitations, assigning 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.
“Plan” means a bundle of individual Services, each defined with a certain set of SciNote ELN features, services, quantities etc.
“Premium Customer” means a person (legal or natural) that subscribes to a Premium Plan by signing the Order Form.
“Premium Plan” means a Plan under which the Services are available to the Customer against payment.
“Renewal Term” means the duration of an automatically renewed respective Initial Term or Renewal Term.
“Research Data” means all data stored and/or inputted to the Customer’s Workspace, regardless of whether such data has been created by the Customer or its Users.
“SciNote ELN” or “Software” means the software (“electronic lab notebook”) owned by Us, generally used for scientific research management, which can be available as a mobile application, web based application, desktop application or in other from.
“Services” means Your access and use of Our website(s), products, Software, services (such as licensing, hosting, maintenance, support, consulting, software development) and mobile or other applications.
“Term” means the duration of the Contract as a whole.
“Termination Period” means a period of a maximum of 30 days, starting on the day the notice of termination of Contract is received by the other Party or in the case of non-renewal of Initial Term or Renewal Term, a period of 30 days prior to the lapse of Initial Term or Renewal Term, respectively.
“Terms” means these SciNote Terms of Service, as available at: https://www.scinote.net/legal/terms-of-service/, as amended from time to time.
“Upsell” means increase of User Accounts, purchase of additional features, change of features, upgrading a Plan etc. during the Initial Term or Renewal 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 within the Workspace, such as: view, edit, submit and delete data, invite other Users and perform other actions that can be performed in relation to SciNote ELN within the respective Workspace.
“User” means a natural person with an User Account using the SciNote ELN or Services on behalf of a Customer.
“We”, “Us”, “Our” or “SciNote” refers to SciNote LLC, registered at 3000 Parmenter Street, Middleton, Wisconsin, USA and Affiliates.
“Workspace” means entire dedicated workspace that the Customer is assigned and allowed to use within SciNote ELN based on their respective Plan.