SCINOTE TERMS OF SERVICE

(“Terms”)

Effective date: April 20th 2020

These Terms are an integral part of the legal agreement between Us and You (“Contract”), as they define the rights and obligations when using Our Services as a Customer (“Customer Terms”) and/or your rights and obligations when using Our Services as a User (“User Terms”). Whenever Terms are not specifically addressed to only Customers or Users, they apply for both.

Contract shall become effective on the day, when You agree to these Terms.

Keep in mind that the same natural person can be both a Customer and a User and therefore both Customer Terms are User Term apply, respectively.

Whenever We are using the terms “You” or “Your”, we are referring to both Customers and Users jointly.

Whenever we are using the terms “We”, “Us”, “Our” or “SciNote”, we are referring to our company SciNote LLC, registered at 3000 Parmenter Street, Middleton, Wisconsin, USA and all Our corporate affiliates, employees, contractors, agents and consultants (“Affiliates”).

Whenever we are using the term “Party” or “Parties”, we are addressing both Us and You.

These Terms do not apply for the usage of open source version of SciNote ELN available on https://github.com/biosistemika/scinote-web (”SciNote open source”). However, keep in mind that such usage is governed by the SciNote ELN open source license terms and other applicable terms and legislation.

1. CUSTOMER TERMS

We provide a wide range of services related to Our software that is generally used for scientific research management (“SciNote ELN” or “Software”). Such services include, but are not limited to licensing, hosting, maintenance, support, consulting and software development (“Services”). Unless otherwise specified, any natural or legal person using our Service(s) is referred to as a “Customer”.

Most of our Services are bundled together in different packages, each defined with a certain set of SciNote ELN features, services, quantities and charges (“Plans”), while some are also available as stand-alone Services.

Although Plans may at any time be changed, updated, added or removed as we see fit, there are two main groups in which we divide them: “Free Plans” and “Premium Plans”.

Free Plans are Plans that enable the access and usage of SciNote ELN (“Free Plan Subscription”) through the website URL my.scinote.net as available at any given moment. As the name suggests, Free Plan Subscription is generally free of charge, although sometimes specific Services might also be available for purchase to Customers of Free plan Subscription.

Premium Plans are Plans that enable the access and usage of SciNote ELN against payment (“Premium Plan Subscription”) through either (a) instance running on the infrastructure that is chosen and controlled by SciNote that is unique to each Customer (“Cloud Premium Plan”)or (b) instance running on the infrastructure that is not chosen and/or controlled by SciNote (e.g. instance running on Customer’s own infrastructure) (“Local Premium Plan”).

Whenever Customer is offered free testing of Premium Plan Subscription free of charge (“Trial Customer”), such usage shall be bound by the Premium Plan specific terms, unless otherwise specified.

Due to the fact that legal and business terms significantly vary between these Free and Premium Plans, we have divided these Customer Terms accordingly.

Please also keep in mind that whenever usage of Free and Premium Plans is not mutually exclusive, both Free and Premium Plan specific Terms might apply for the same Customer for each subscription respectively.

Whenever We use the term “User role”, We are referring to the pre-defined rights and permissions of actions Users are allowed to do within the Workspace, such as: view, edit, submit and delete data related to the Free Team/Premium Organization, invite other Users and other actions that can be performed in relation to SciNote ELN.

Whenever We use the term “Research data”, We are referring to all data stored and/or inputted to the Customer’s Workspace, regardless of whether such data has been created by the Customer or its Invited/Authorized Users.

Whenever We use the term “Term”, we are referring to the duration of the Contract as a whole.

Whenever we use the term “Workspace”, we are referring to the entire dedicated workspace that the Customer is assigned and allowed to use within SciNote ELN based on their Plan (Free Team(s), Premium Organization(s)).

1.1. FREE PLAN specific terms

Free Customer & Subscription

A “Free Customer” is any natural or legal person that is subscribed to a Free Plan. They become a Free Customer upon successfully submitting the online sign-up form for subscribing to a Free Plan, when they create a “Free User account” associated to their unique e-mail address.

Every Free Customer is assigned a dedicated workspace within SciNote ELN (“Free Team”), where they are automatically assigned with the highest User role (“Team Owner”), which means they have the highest set of User role permissions within that Free Team.

Invited Users

Sometimes other Users might also be granted access to such Free Team with an e-mail invitation (“Invited Users”). Invited Users are granted access to the Free Team and are assigned a User role.

The Free Customer is always responsible for assigning Invited Users appropriate User role(s) and understanding the permissions and application of such permissions for each User role, including its potential updates and changes that We may introduce from time to time.

Contract Term and Termination

A Free Plan subscription stays in effect until termination by either Party.

Free Customer has the right to initiate termination of the Free Plan without cause by providing the termination request and Free Team deletion confirmation to SciNote via e-mail or other means, if they are available. The Free Plan Subscription is terminated once the Free Team is deleted from SciNote’s database, which is done by SciNote in 30 days after Users deletion confirmation is received.

SciNote has the right to terminate the Free Plan subscription without cause at any point by giving the Free Customer 14-day Notice.

SciNote also has the right to terminate the Free Plan Subscription immediately and without notice, if Free Customer or any of its Invited Users perform a material breach of Contract (e.g. breach of Acceptable Use Policy).

Effects of Termination

Upon termination, SciNote shall delete Research Data of the Customer’s Free Team, including the Free Team itself.

The Free Customer’s Free User Account shall not be deleted upon termination, due to the possibility that it might be associated with other Free Teams, hence might as an Invited User part of and under authority of such other Team Owners and therefore other Customers. Even if the Free Customer is not part of such other Free Teams, we do not check this fact upon termination, therefore the actual state of the Free User account in relation to other Free Teams is not affecting such non-deletion of the Free User account.

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. Whenever the Free Team has Invited Users, Free Customer is also responsible to communicate the termination and its effects to all Invited Users, as the termination shall affect them and their Research Data as well.

Upon termination, SciNote reserves the right to retain Free Team’s “Activity data”, which is data related to the usage of Software and its elements for statistical and optimization purposes.

Deletion and post-termination processing of other personal data is defined with Users Privacy policy.

Communication

All general communication shall be done through e-mail, as it will be used by SciNote to identify the natural or legal person as the Free Customer. For example, if one wish to terminate Free Plan Subscription, this can only be done via the same e-mail account as their Free User account is currently linked to.

If We will reach out to Free Customer You for any matters where notice is required, We will do that by also using the e-mail that is connected to Free Customer’s Free User account at the time of notice.

Free Customer has the obligation to keep their Free User account information (such as e-mail in its user name) up to date, as We will be using the e-mail associated with the Free Customer for communication purposes as described above.

Any legal notices from the Free Customer to Us shall be sent via post to Our official address, with a copy of the notice sent to .

(Non) Obligations

While we do our best to keep our Free Plan available and useful, We have no obligation to Free Customers with regards to our Services. We do not guarantee any uptime, maintenance or updates of SciNote ELN, nor take any responsibility that it shall be working or available as intended or described in any of our promotional materials.

We also reserve the right to change the Free plan (e.g. limits, quantities, features etc.) at any time without notice.

We believe that great customer support is the cornerstone of any great software, therefore We make it one of our priorities to be helpful and available even for our Free Customers. However, while We are doing our best to provide customer support to everyone using SciNote ELN, We do not guarantee support services for Free Customers.

Customer is always responsible for everything related to their Free Team, including any actions of Invited Users related to their Free Team.

1.2. PREMIUM PLAN specific terms

Premium Customer & Premium Plan Subscription

A “Premium Customer” is any natural or legal person that is subscribed to a Premium Plan. The Premium Plan Subscription is enabled by either signing a written agreement with Us or by any other available means, if available (e.g. online form), specifying the Customer’s chosen Premium Plan and/or Services (“Order form”).

Premium Customer shall also identify one or more “Organization Administrator(s)”, which are natural persons, and their associated e-mail address(es). The number and contact information of initial Organization Administrator(s) shall be prescribed with the Order form.

Organization Administrator(s) are Users with the highest User role within the Premium Organization and shall represent the Customer in Contract changes, Authorized User invitations, data access approvals, renewals and any actions related to payments and subscriptions. In case there are more Organization Administrators, all of them shall have such rights.

Premium Customer is assigned dedicated workspace(s) (“Premium Organization(s)”) for a Plan within SciNote ELN. Premium Organization shall be made available to the Premium Customer in 7 days after the payment of Fees is received by SciNote.

Authorized Users

Each Premium Customer orders a Premium Plan Subscription for a defined number of Users.

If the Customer shall order additional number of Users during the Term, such additional Fees shall be calculated proportionally according to the Fees defined with the Order form.

Premium Customer is responsible for enabling the Premium Plan Subscription to such Users through an e-mail invitation with which they can create their account through submitting the online form, creating a “Premium User Account” and joining the Premium Organization (“Authorized Users”). Their access shall be pre-defined with a User role assigned to them.

The Premium Customer is responsible for assigning the appropriate User roles to Authorized Users and understanding the permissions and application of such permission for each User role, including its potential updates and changes that We may introduce.

Customer is liable and responsible for everything related to the Premium Organization, including any actions of its Authorized Users.

Contract Term and Termination

The duration of the initial Premium Plan Subscription (“Initial Term”) is defined with the Order form. Unless otherwise specified, the Initial Term is automatically renewed for each successive term (each a “Renewal Term”), which shall by default have the same duration as the previous term.

The Initial Term or Renewal Term is not automatically renewed only if the Premium Customer notifies SciNote of termination 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 after the end of Initial Term or Renewal Term, respectively.

Premium Customer can terminate the Contract at any time without cause by sending an e-mail to . Termination by other means (via online call or other e-mail account) is initiated if receipt of such termination is confirmed by SciNote

SciNote can terminate the Contract without cause with a 30-day notice to the Premium Customer.

Upon termination without cause from SciNote, the notice period begins at the moment the Customer is notified of such termination via e-mail. The Contract is terminated with the lapse of the last day of the notice period.

SciNote reserves the right to terminate the Contract for cause at any time with immediate effect if Premium Customer performs a material breach of Contract (e.g. its Authorized User breach the Acceptable Use Policy etc.).

Effects of Termination

Upon termination from Premium Customer or SciNote without cause, Premium Customer shall have the Cloud Premium Plan fully available and accessible for 30 more days, starting from the day the notice regarding termination or non-renewal is received by the other Party (e.g. Premium Plan Subscription is not renewed after a Term expires, Subscription is cancelled mid-term etc.) (“Termination period”).

SciNote also has the right to shorten the Termination period at any time, which shall be communicated to Customers before the period starts.

Whenever Contract is terminated during the Term by either Premium Customer or SciNote, no reimbursement of any payments shall be made, except when such termination is done by SciNote without cause.

Such reimbursement shall be calculated proportionally, taking into account months left in the Term, respectively, for non-performed Services. SciNote shall pay such amount in 60 days after the end of the Termination period.

During the Termination period, Customer shall have the following rights:

(a) full access to the Cloud Premium Plan and Research Data and Premium Organization

(b) ability to download Research Data via the Software features available with their Premium Plan at the time of termination (e.g. export all, reports etc.);

(c) receive one (1) database dump of Research Data through a link, which shall be sent via e-mail to the Organization Administrator. This link shall have a 7-day expiration period after which the database dump shall no longer be accessible.

Premium Customer has the sole responsibility to access Research Data before the link expires.

After Termination period, SciNote shall delete all Research Data of the Premium Customer’s Premium Organization, including the Premium Organization itself in 60 days.

The Termination period can end sooner, if Premium Customer gives SciNote consent via e-mail (e.g. Customer informs SciNote that Research Data has been downloaded and/or that the Premium Organization can be permanently deleted).

In no way shall SciNote be liable for any (intentional) deletion or loss of Premium Customer’s Research Data after Termination period ends.

Upon termination, SciNote reserves the right to keep Premium Customer’s “Activity data”, which is data related to Premium Customer’s usage of Software elements for statistical and optimization purposes.

Deletion and post-termination processing of other personal data is defined with Users Privacy policy.

Communication

All general communication shall be done through e-mail. The Organization Administrator(s)’ e-mails shall be used for communication. For example, if Premium Customer wishes to terminate Premium Plan Subscription, this can be done via the e-mail currently linked to the Organization Administrator(s) account is currently linked to.

If We reach out to You for any matters where notice is required, We will do that by using the e-mail that is connected Organization Administrator’s account at the time of notice. Whenever the Premium Customer assigns multiple Organization Administrators, We shall fulfill our obligations by sending an e-mail to at least one (1) such Organization Administrator.

Premium Customer has the obligation to keep their Premium User Accounts’ information (such as e-mail in their User name) up to date, as We will be using the e-mail associated to the Premium Customer for communication purposes as described above.

Any legal notices from the Free Customer to Us shall be sent via post to Our official address, with a copy of the notice sent to .

Please keep in mind that Customer is also bound by API terms, if and when applicable and API Terms are in such case incorporated into these Terms and the Contract.

1.2.1 SCINOTE LOCAL PLANS SPECIFIC TERMS

All Terms that apply for SciNote Premium Customers subscribed to Cloud Premium Plan(s) also apply for Premium Customers subscribed to SciNote Local Plan(s), except when otherwise specified throughout the Contract (such as the clauses below, EULA etc.) or whenever certain clauses are not applicable by their very nature and/or intent.

All Premium Customers subscribed to the Local Premium Plan and its Authorized Users are additionally bound by EULA, which is incorporated in the Contract as 1.3.2.

Premium Customer rights during Termination period the article 1.1.2 Contract Term and Termination do not apply for Premium Customers subscribed to Local Premium Plan(s).

Our sole obligations upon Contract becoming effective are as follows:

(a) provide instructions (limited to 3 hours of IT support) to download and configure SciNote ELN on local Linux server, which must run on one of the distributions (and versions) from the list We provide prior to Software installation (“Linux server”);

(b) provide a link to a Docker image with SciNote on Amazon S3 bucket;

(c) ensure availability for Support as defined with Contract; and

(d) may provide updates of Software with obligatory instructions to download, configure new version of Software and instructions to execute any migrations that the update requires.

We are not liable for fulfilling our obligations if the Customer does not provide:

(a) internet access;

(b) Linux server; and

(c) the Docker and Docker/compose installed on the Linux server.

The Customer is required to properly follow any maintenance, update and/or upgrade documentation or instructions provided by Us.

As Local Plan is hosted on an instance running on the infrastructure outside of SciNote’s control, Customer (or their subcontractors) are solely responsible for installment and maintenance of SciNote ELN 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, 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 liability for including, but not limited to any data loss, security threats, data breaches, etc.

In case 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 by the Customers shall represent a breach of contract and may lead to termination of the Contract by SciNote for cause.

Premium Customer understands that Local Premium Plan can have limited SciNote ELN functionality and/or quality compared to Cloud Premium Plan for the same Plan due to technical or business limitations.

1.2.1.1 END USER LICENSE AGREEMENT (“EULA”)

EULA applies to SciNote Local Premium Plan(s), in which case the Customer and/or User of such subscription is referred to as “Licensee” and SciNote is referred to as “Licensor”.

EULA governs the use of the SciNote ELN and any associated documentation and Services made available by the Licensor. It also applies to any updates, supplements, add-on components, or services for SciNote ELN that the Licensor may subsequently provide to Licensee.

BY INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, THE LICENSOR IS AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA:

  • Grant of License. Subject to the terms and conditions of the Contract and payment of all applicable Fees, the Licensor grants to the Licensee, a non-exclusive and, except as set forth in the Contract, a non-assignable and non-transferable, right to install and use the Software.
  • 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 the Licensor retains all right, title, proprietary interest in, and ownership of all parts of SciNote ELN that the Licensor has had prior to Contract taking effect. SciNote ELN and the accompanying written materials are protected by copyright laws and other intellectual property laws and treaties.
  • 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.
  • Copy Restrictions for License. The Licensee may not transfer, rent, sell, or otherwise share SciNote ELN with any third party. The license granted by the Licensor to the Licensee is subject to the limitations regarding the number of installations, which is limited to one (1). SciNote may only be used by the officers and employees of the Licensee, and the officers and employees of the Licensee’s agents, subcontractors, customers, clients, suppliers and service providers (“Subcontractors”), which are bound by the same terms as the Licensee.
  • The Licensee shall be responsible for the security of copies of the Software supplied to the Licensee 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 persons authorized to use them under Contract. The Licensee is responsible for any damages (direct or indirect) that are a result of a breach of the Contract. The Licensee is fully responsible for actions of its Subcontractors as well.

SciNote 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.

  • Transfer Restrictions. SciNote ELN is licensed only to the Licensee. Except as provided for in the Contract, Licensee 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.
  • 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 THE LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY, AND YOU MAY NOT RELY UPON SUCH INFORMATION OR ADVICE AT ANY TIME.
  • The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of Contract, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs. The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of Contract, the Licensor gives no warranty or representation that the Software will be entirely secure. The Licensor does not warrant or represent that the Software will be compatible with any other software.
  • Access. Unless specifically agreed otherwise by the Parties, The Licensor has no access to the Software or physical machinery on which the Software is being installed by the Licensee and therefore offers no warranty regarding proper deployment, updates, upgrades, maintenance or other usage of the installed Software. The Licensor 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 the Licensor has reasonable doubt to believe that the Licensee is in breach of this EULA, the Licensee shall enable the Licensor to perform an audit, the specifics of which shall be defined by the Parties.
  • Data Handling. The Licensor also has no access to any data being processed by or with the help of the Software, making the Licensee solely responsible for proper handling of such data, including back-ups and migrations of any data stored in SciNote ELN.
  • Limitations of Remedies.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE LICENSOR NOR ANYONE ELSE WHO HAS BEEN INVOLVED ON BEHALF OF THE LICENSOR 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 LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LICENSORS’ TOTAL CUMULATIVE LIABILITY FOR LOSS OR DAMAGE UNDER THIS AGREEMENT EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR THE SOFTWARE IN THE INITIAL TERM GIVING RISE TO THE CLAIM.

Waiver/Modification. No waiver or modification of the terms of this EULA shall be effective unless ratified in writing and signed by both Parties.

1.3. GENERAL CUSTOMER TERMS (apply for all Customers)

1.3.1. PAYMENT TERMS

Payment terms shall apply to any charges related to our Services (“Fees”). We reserve the discretionary right in creating, updating or cancelling any Fees. We 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.

Any changes related to Fees shall be communicated to Customers, who can decide not to renew the Contract for the Renewal Term for which such changed Fees shall apply.

We reserve the right to have different Fees for individual Customers, even when they have the same Plan subscriptions and/or use identical Services.

Fees are specified with the Order form(s) and/or the invoice. Whenever Fees on the Order form and invoice shall be conflict, the Fees on the invoice shall apply.

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, therefore SciNote is not obligated to perform any part of their Service, nor provide the Software prior to receiving the payment of Fees from Customer;

(b) Fees are non-refundable, regardless of whether the Contract was terminated mid-Term by either Party, unless in cases specified in the Contract;

(c) 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;

(d) Fees are stated exclusive of any taxes;

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.

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 Initial Term or Renewal Term.

Fees for Plan subscriptions are always charged based on Service being enabled for Customer and the obligation of Customer to pay the Fees does not depend on actual usage of the provided Service. For example, if Customer specified in an Order form that they want to have 5 Premium User Accounts, but only 3 of them end up being activated, the Customer is still obligated to pay for the 5 Premium User Accounts which have been enabled for the Premium Plan subscription.

If by any chance (e.g. technical error in SciNote ELN) Customer activates more Authorized Users than specified on the Order form, SciNote shall have the right to charge the full Fees for such Authorized Users as well for the entire period that they have been used by Customer.

Effects of non-payment

Whenever any Fees are overdue (excluding amounts disputed reasonably and in good faith), maximum interest fees allowed by applicable law may be charged to the Customer.

Whenever such Fees are thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, de-activate any Services.

Whenever any such Fees are sixty (60) or more days overdue, we may terminate Services completely, in which case effects of termination apply. Such non-payment shall constitute a material breach of Contract.

1.3.2. DATA OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

Confidentiality clause

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 or (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. 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 for any purpose outside the scope of the Contract, (iii) not disclose Confidential Information of the Disclosing Party to any third party without their consent, 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.

Access to Data(base)

During the Term, SciNote may view, analyze or otherwise process the Customer’s Research Data for any of the following purposes: (a) maintenance of SciNote ELN; (b) system administration; (c) technical support (d) product and service improvements; (e) to perform any other obligations under the Contract or (f) to comply with any applicable laws and regulations.

Notwithstanding the access reasons above, SciNote also has the right to access the Customer’s Research Data at any time when the Customer gives Us written consent to do so (e-mail sufficient).

In such access process, SciNote shall treat Customer’s Research Data as Confidential Information and shall not use it for other purposes than what the access was required or allowed for.

Data Ownership

Regardless of actual ownership of Research Data, We shall always treat Customer as the sole owner of Research Data related to their Workspace.

Unless when SciNote has the ownership rights, We claim no ownership or intellectual property or other rights over such Research Data.

Even though We shall treat Customer as the sole owner of such Research Data, this does not imply, nor does it intent to imply and change or modification of the actual Research Data ownership.

Customer certifies that they have all necessary rights and permissions regarding their Research Data and shall be solely responsible for any Research Data ownership issues and issues arising from intellectual property in relation to Research Data that may arise in the process of using our Service(s).

Customer is responsible for applying actual Research Data ownership rights when their Invited/Authorized Users are assigned User roles, which may give them various rights related to Research Data, such as view, edit and delete.

SciNote has no connection or responsibility for any data that is linked by Customer as an URL in the Workspace (“External link”) or data linked to Customer’s Workspace via integrations with other applications.

SciNote holds the copyright and/or the license in the SciNote ELN software code, its look and feel and all data, which is not herein defined as Research Data. All third-party software or other content potentially used for our Services remains with the respective parties and We are not responsible or liable for it.

SciNote is a registered trademark of BioSistemika, raziskave in razvoj, d.o.o., Koprska ulica 98, 1000 Ljubljana, Slovenia.

Integrations

SciNote may be integrating with Third-party applications to complement SciNote ELN’s functionalities, capabilities, look and feel of the Software and Services.

Sometimes it is possible to connect a SciNote User Account to account(s) from third party applications (“Third-party account”), thus creating “Connected accounts” through User authorization process.

Whenever Connected accounts are authorized by Customers (through its Users for the entire Workspace or individual Users), it is their sole responsibility to understand the consequences of Connected accounts, especially in terms of who can access, store, process, edit or delete data which will be linked to and from SciNote ELN with such Third-party accounts.

SciNote is in no way liable for any consequences arising from the use of such Connected accounts.

Publicity

In cases where Customer is a legal person, 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, subject to Customer’s standard trademark usage guidelines available to Us. Customer who doesn’t want to be mentioned, may send Us an email to stating that it does not wish to be used as a reference and We will remove such mention in due time.

Personal Data

Whenever We might be acting as data processors for our Customer (e.g. Customer uploads personal data to their Workspace), We process the personal data made available to Us through providing Our Services and hence the legal basis of this processing is Our legal execution of the Contract between Us and Customer.

Customer is therefore responsible for all legal basis for processing that may apply (e.g. getting consent from data subjects of which personal data the Customer stores in their SciNote ELN Workspace).

We might enter into Data processing addendum (“DPA”) with the Customer subscribed to Premium Plan(s), however it is the Customer’s sole responsibility to (a) identify whether such DPA is needed for compliance with GDPR or other applicable laws or regulations and (b) identify, prior to entering into Contract, if We are an appropriate data processor based on their specific needs and/or requirements.

We are not responsible or liable for any breaches Customer performs while using Our Services whenever they are acting as a data controller. We do not have the obligation to check whether Customer uploads includes personal data or not, therefore We are not responsible for Customer’s compliance with applicable personal data protection laws nor do we have any obligation to treat the uploaded information as personal data.

Processing of personal data whenever We are acting as data controllers is defined in Our Users Privacy Policy.

1.3.3. Compliance solutions

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).

However, Customers hereby agree and acknowledge 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.

We take reasonable care to follow the industry standards when designing and implementing such solutions to make them compatible with general understanding to help customer achieve compliance, but 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.

We also do not have the authority to provide legal interpretations of such documents, guidelines and standards nor to provide guidelines consultations for their implementation and standards and are therefore not in the position to ever assure it.

Subcontractors

We are free to choose any subcontractor for the performance of Our Services.

In no way, shall subcontracting our services present Contract breach by Us, including but not limited to confidentiality and personal data clauses.

1.3.4. SUPPORT SERVICES

The support service, which includes help on SciNote ELN usage and implementation (“Support”) is available with certain Plans and therefore specified on the Order form.

Please keep in mind that Support does not include IT support, unless this is specifically defined on the Order form.

We shall make a helpdesk available to the Customer, which may be used for the purposes of requesting and, where applicable, receiving Support services. The Customer shall ensure that all requests for Support services that it may make from time to time shall be made through the helpdesk, otherwise We shall not be obligated to treat them as such.

We shall ensure that the helpdesk is accessible by e-mail communicated to the Customer upon Contract taking effect. The helpdesk shall be a web-based ticketing system.

We shall ensure that the helpdesk is operational and adequately staffed during 8 a.m. and 5 p.m. (“Business Hours”) CET/CEST during any weekday (“Business Days”).

We may offer support to Customers subscribed to Free Plan, but this does not mean that Support is in any way part of the Plan. We can always choose to terminate such Support at any time, without giving a reason.

Response and resolution

Issues raised through the Support services must be reported by the Customer via helpdesk and shall be categorized as follows:

(a) critical: Software is inoperable or a core function of the Software is unavailable;

(b) serious: a core function of the Software is significantly impaired; the Software is otherwise operable;

(c) moderate: a core function of the Software is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Software is significantly impaired; the Software is otherwise operable; and

(d) minor: any impairment of the Software not falling into the above categories; and any cosmetic issue affecting the Software; the Software is operable.

We shall determine, acting reasonably, into which severity category an issue falls.

For avoidance of doubt, change requests, feature requests and improvement requests do not qualify as issues in any way.

We shall use reasonable endeavors to respond to Support requests sent via helpdesk promptly, and in any case in accordance with the following time periods:

(a) critical: [1 Business Day];

(b) serious: [2 Business Days];

(c) moderate: [5 Business Days]; and

(d) minor: [6 Business Days].

Please note that the response time does not mean the time needed to resolve the reported issue as this is evaluated on a case-by-case basis.

We shall ensure that Our response to such request shall include the following information (to the extent such information is relevant to the request):

– an acknowledgement of receipt of the request,

– where possible, an initial diagnosis in relation to any reported error,

– anticipated timetable for action in relation to the request.

Unless otherwise agreed by the Parties in writing, all Support services shall be provided remotely (e.g. online calls, e-mails etc.).

We shall have no obligation to provide Support services in respect of any issue caused by:

(a) the improper use of the Software by the Customer; or

(b) any alteration to the Software made without the prior consent of the SciNote; or

(c) whenever the Customer has exceeded the hours granted to it under the corresponding Plan, if applicable.

Customer may request additional Support hours, which may be subject to additional Fees, if and when accepted by SciNote.

2. SCINOTE USER TERMS

2.1 Free and Premium Users

Natural persons who have SciNote ELN User Account, including the ones who have been authorized access via e-mail invitation to Customer’s Free Team(s) (hence becoming Invited Users) or Customer’s Premium Organization(s) (hence becoming Authorized Users), shall be together referred to as “Users”.

Even though Users are signing onto an existing Workspace of a Customer, these User Terms apply to them as Users of SciNote ELN, respectively.

User acknowledges and agrees that any Research Data that they make available to Customer’s Workspace, shall automatically fall under authority and control of such Customer. For example, Customer may provision or deprovision access to Workspace, enable or disable third party integrations, manage permissions, retention and export settings, consolidate Workspace(s) with other Workspaces, and such actions may result in the access, use, disclosure, modification or deletion of certain or all Research Data.

User understands that their rights related to Research Data shall be governed solely by the User role assigned to them by the Customer. User hereby certifies that the Customer has full authority over all Research Data.

Sometimes Users’ personal data is part of the Research Data and hence under authority of the Customer. Users hereby agree that this might limit their personal data rights, such as the right to be forgotten etc.

Users are responsible for keeping their User Account information (e.g. username, password) safe and secure and must not allow any third-party to use their User Account information.

Whenever Connected accounts are authorized solely by Users, it is their sole responsibility to understand the consequences of Connected accounts, especially in terms of who can access, store, process, edit or delete data which will be linked to and from SciNote ELN with such Third-party accounts.

SciNote is in no way liable for any consequences such Connected accounts.

In cases where applicable, provisions of EULA also apply to the Users.

3. GENERAL TERMS (applicable for all Customers and Users)

Unless specifically defined otherwise, these General Terms in 1.3 of Contract apply to any Customer and/or User of any SciNote Service.

3.1 Acceptable use policy

You may not use, encourage, promote, facilitate or instruct others to use SciNote Services and 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:

  • Any 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;
  • 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 that is defamatory, profane, obscene, abusive, invasive of privacy, or otherwise objectionable, hate related or violent content, content advocating racial or ethnic intolerance, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts;
  • 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;
  • Content such as gambling, other illegal activity, including without limitation 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;
  • Any activities which use the SciNote 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;
  • You will not permit any third party that is not an authorized User to access or use a username or password for the SciNote Services and/or Software and you will not share, transfer or otherwise provide access to an account designated for you 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, data mining any web property to find email addresses or other user account information, sending unauthorized mail via open, third-party servers, sending emails to users who have requested to be removed from a mailing list, selling, exchanging or distributing to a third party the email addresses of any person without such person’s knowing and continued consent to such disclosure 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 SciNote 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 SciNote 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 SciNote Services and/or Software;
  • Transmitting content that may be harmful to minors;
  • Creating accounts with automation or register accounts in bulk account without prior written approval from SciNote;
  • Using SciNote Services and/or Software to violate the legal rights (such as rights of privacy and publicity) of others;
  • Interfering with other Users’ or Customer’s enjoyment of SciNote 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 SciNote Services and/or Software;
  • Using the SciNote Services and/or Software in connection with illegal peer-to-peer file sharing;
  • Using the SciNote 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 SciNote 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.

We reserve the right, but do not assume the obligation, to investigate any violation of this acceptable use or misuse of SciNote 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.

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.

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: .

3.2 LIABILITY

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING 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.

IN NO EVENT WILL SCINOTE HAVE ANY LIABILITY TO THE OTHER PARTY 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. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

WE ARE NOT RESPONSIBLE 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, IF THEY ARE CAUSED BY ANY OCCURANCE OUTSIDE OF OUR CONTROL.

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 SERVICE, EXCEED THE FEES PAID BY YOU FOR SUCH SERVICE WHICH ARE THE SUBJECT OF THE DISPUTE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE SUBJECT CLAIM AROSE.

WE RESERVE THE RIGHT TO DISCONTINUE OUR SERVICES WITHOUT CAUSE AT ANY TIME.

Indemnification clause

You shall defend Us and hold Us harmless against any claim, demand, suit or proceeding made or brought against Us by a third-party alleging that usage of Our Services is in violation of this Terms and/or Contract, infringes or misappropriates the intellectual property rights of a third-party or violates any applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by Us in connection with any such claim, demand, suit or proceeding; provided, that We (a) promptly give You written notice of the claim, demand, suit or proceeding; (b) give You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

Force Majeure

SciNote shall not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a Party, 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, war, terrorism, and governmental action.

Application of Consumer Law

To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply to the relationship between You and Us. If, however, any consumer laws cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies You may have, and Our liability is limited (at our option) to a proportional refund.

3.3 FINAL PROVISIONS

Export Restrictions

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 Persons”); (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.

Age limit clause

You may not use our Service and/or Software if you are a person barred from receiving 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 affirm that you are over the age of 13, as Our Service is not intended for children under 13.

Digital Millennium Copyright Act (“DMCA”)

We take the intellectual property rights of others seriously and require that our Customers and Users do the same. The DMCA established a process for addressing claims of copyright infringement. If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third party is infringing that material on or through the Services and/or Software, please send a notice to the following e-mail address: [], which includes all of the following items:

  • a description of the copyrighted work that you claim is being infringed;
  • a description of the material you claim is infringing and that you want removed or access to which you want disabled and the URL or other location of that material;
  • your address, telephone number, and email address;
  • the following statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use). The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed.”; and
  • an electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.

We may, in appropriate circumstances, disable or terminate the accounts of Customers and/or Users who may be repeat infringers. This process does not limit Our ability to pursue any other remedies we may have to address suspected infringement.

Suggestions & Feedback

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).

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 (“Suggestions”). 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.

However, please be aware that by providing such Suggestions, You grant us unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any Suggestion for any purpose without any obligation or compensation to You or any other third party.

Subscription Updates and Future Services

Due to Our honest and transparent communication with (potential) Customers and Users, we often share our plans regarding Software roadmap or anticipated updates to our Plans. Although We communicate such plans with only the best intentions, please do not rely on such statements (regardless of form) when making a purchase. We are not liable for any future deliverables or updates.

Relationship of the Parties; No Third-Party Beneficiaries

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.

Interpretation

You acknowledge that 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.

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.

Severability

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.

Governing law

The Contract and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to 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).

Dispute Resolution

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 under Contract and, no claim or action, regardless of form, arising out of the Contract may be brought Customer or User more than one (1) year after the cause of action has occurred.

Entire Agreement

These Terms, together with any documents referred in it, or expressed to be entered into in connection with it, 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). 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.

Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

Customer – specific Terms

Clauses from these Terms may be waived only if they are explicitly excluded and/or substituted by Us for a particular Customer on the Order form or with a written annex signed by both Parties.

Communication through SciNote software

Whenever we believe e-mail is not the best medium for communication, we may use other tools to communicate some updates or relevant information (e.g. SciNote ELN interface for all Customers and Users).

Effective date and future changes

These Terms come into effect on April 20th 2020 and shall replace any previous terms. We reserve the right, at our sole discretion, to modify or replace any part of the Terms at any time in the future. It is your responsibility to check the Terms periodically for changes, with the up-to-date version featured on our Website under the URL https://www.scinote.net/terms-of-service.

Nevertheless, we shall use our best efforts to communicate changes to you via e-mail at least a few days before the changes shall take place.

Your continued use of the Service after any change to the Terms will be deemed to be your agreement to the amended Terms and no process of communicating these changes shall influence that (e.g. if we sometimes ask you to confirm the changes). 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.