Legal - BenchSci

Last updated: June 11, 2024

These BenchSci terms of service (“Terms of Service”) constitute a legal agreement between you and Scinapsis Analytics Inc., its affiliates and subsidiaries (doing business as and referred to hereinafter as “BenchSci”).

As used in these Terms of Services:

“Academic User” means a verified user with a valid email address from a BenchSci approved post-secondary institution, non-governmental organization or not for profit organization, and does not work in the Industry (defined below).

“Account” means registration of an account on the Site by provision of a username (email address) and a password for accessing or using the Services (defined below).

“BenchSci” means by Scinapsis Analytics Inc., its affiliates and subsidiaries including but not limited to Scinapsis Analytics (U.S.) Inc. and BenchSci U.K. Ltd., and refers to “we”, “us”, “our” in these Terms of Service or Agreement (defined below).

“Customer” means user of this Site and Services, includes Academic User and Industry User and refers to “you” and “yours” in these Terms of Service or the Agreement.

“Customer Data” means any data, documents, information, content, records and files that you, including Academic Users and Industry Users, uploads, transmits to the Site, for the use of Services or otherwise provides to BenchSci, including any and all intellectual property rights in any of the foregoing.

“De-Identified Data” means all Customer Data that does not include Personal Information.

“Derivative Works” means any and all Modifications, created or developed from, using or derived from any Customer Data or through its Licensed Content by BenchSci. For clarity, Derivative Works shall exclude any intellectual property rights of Industry Customers in the development or commercialization of pharmaceutical drugs.

“Effective Date” shall mean, the earlier of (i) the date the Customer first uses the Site or Services, or (ii) the date you agree to this Agreement.

“Industry” means any pharmaceutical, scientific, or similar industry that uses the scientific information provided to create drugs, research, or other commercial or free products or research for others.

“Industry User” means a user from an Industry with a paid plan (subscription or pay per use), and who has access to such paid Services.

“Licensed Content” means content made available by BenchSci on its Site and as part of its Services, including but not limited to open-source content, output from large language models and generative artificial intelligence, excerpts of specific content provided by BenchSci’s contributing community from scientific and medical publications etc.

“Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from processing (including analyses, reports, databases, datasets, recommendations, and visual representations) in any form or medium including through large language models or generative artificial intelligence, and “modify” has a corresponding meaning.

“Personal Information” means information about an identifiable individual.

“Services” means the services made available by BenchSci to the Customer, including but not limited to services provided through its software platforms made available by BenchSci using large language models or generative artificial intelligence, that facilitate searches using BenchSci’s curated database of both external (publications, vendor data) and internal client data, as well as the provision of related information.

"Site" means websites and applications operated by BenchSci including but not limited to benchsci.com, app.benchsci.com, its application processing interfaces and any associated webpages and subdomains.

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ACCEPTANCE OF THIS AGREEMENT
ACCOUNT REGISTRATION
LICENSED CONTENT AND CUSTOMER DATA
ACCESS OF SITE
INTELLECTUAL PROPERTY RIGHTS
PRIVACY AND CONFIDENTIALITY
FEES
DISCLAIMER OF REPRESENTATION AND WARRANTIES
INDEMNIFICATION
LIMITATION OF LIABILITIES
TERM AND TERMINATION
GENERAL PROVISIONS

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1. ACCEPTANCE OF THIS AGREEMENT

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SITE OR SERVICES, YOU, AS AN ACADEMIC USER OR AN INDUSTRY USER, ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND BENCHSCI’S PRIVACY POLICY (COLLECTIVELY “AGREEMENT”). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SITE OR SERVICES.

EXCEPT WHERE BENCHSCI AND A CUSTOMER HAS A SEPARATE CONTRACT TO ACCESS OR USE THE SITE OR SERVICES, YOU, AS AN INDUSTRY USER, REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH INCORPORATED BUSINESS OR OTHER LEGAL ENTITY TO THESE TERMS OF SERVICE AND BENCHSCI’S PRIVACY POLICY, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH INCORPORATED BUSINESS OR OTHER LEGAL ENTITY. SHOULD A SEPARATE CONTRACT BE ENTERED INTO BY BENCHSCI AND THE CUSTOMER, THE TERMS OF SUCH SEPARATE CONTRACT SHALL TAKE PRECEDENCE IN RELATION TO THE SPECIFIC ASPECTS OF THE SERVICES TO WHICH IT APPLIES.

Modifications. BenchSci may, at its sole discretion, change these Terms of Service or the Privacy Policy from time to time, without prior notice. All changes will take effect immediately upon being posted on our Site or otherwise notified to the users. Your continued use of the Site or Services, after any changes or revisions to these Terms of Service or the Privacy Policy will signify your acceptance of such changes. If at any time you do not agree to be subject to any modified Terms of Service or Privacy Policy, you may no longer use the Site or the Services.

Competitors. You may not access or use the Site or Services if you are a direct competitor to BenchSci, except with our prior written consent. In addition, you may not access the Site or Services for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

Future Products and Services. From time to time, BenchSci may make additional products and services, or additional features and functionality of existing products and services, available to its Customers. Such products and services may be governed by additional terms and conditions, which BenchSci will provide to Customer at such time.

2. ACCOUNT REGISTRATION

Registered Users. In order to gain access to and use of the Services through the Site, you are required to create an Account. On registering your Account, you agree (i) that the information you provide to us in connection with your registration will be current, complete and accurate, (ii) not to transfer, sell, convey or assign the right to use your Account to any third party without our prior written consent, and (iii) not to permit any third party to use your user name and password to access your Account or the Services. You further agree that you are responsible for the conduct of any party that uses your Account, whether or not authorized by you, and for any breach of the security of the Site and Services related to the use of your Account. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Services if your access has been previously revoked by BenchSci, or if you have been previously prohibited from use of the Site or the Services.

Academic Users. Academic Users shall use their email addresses from BenchSci approved post-secondary institution, non-governmental organization or not for profit organization to register their Account. For clarity, Academic Users, on registration of an Account, will have access to Antibody tool only and no other functionality unless a paid plan is purchased.

Industry Users. Industry Users shall use their corporate email address to register their Account and access the Services, in accordance with their paid plan (subscription or pay per use) purchased from BenchSci.

Grant of Rights. Upon registration and subject to the payment of any applicable plan fees, BenchSci grants you the limited, revocable, non-transferable, non-exclusive right to access and use the Site and Services for the period provided on the Order Form or Web Enrollment and subject to any additional terms contained therein.

3. LICENSED CONTENT AND CUSTOMER DATA

Access and Use of Licensed Content. If you have a paid plan to access the Services, you may have access to Licensed Content. To access the full content of certain excerpts you will require your own license but may view within our Services. Please note that Licensed Content is not reviewed, assessed or any sources verified and accordingly, your use and reliance on such Licensed Content shall be on your own judgment, risk and liability. If you have reason to believe that any Licensed Content infringes any copyright, please refer to our Copyright Policy below for further information on how to inform us about it.

You acknowledge and agree that BenchSci cannot guarantee the availability or continuing availability of any Licensed Content. You may access Licensed Content only as permitted under this Agreement. BenchSci and its licensors reserve all rights not expressly granted in and to the Licensed Content. You agree that you will not engage in the use, copying, or distribution of any of the Licensed Content other than expressly permitted herein, including any use, copying, or distribution of any Licensed Content obtained through the Services for any commercial purposes. You agree not to or attempt to circumvent, disable or otherwise interfere with security-related features or restrictions built into the platforms used to provide the Services. You understand that through use of the Services you may be exposed to Licensed Content from a variety of sources, and that BenchSci is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Licensed Content. You agree to waive, and hereby waive, any legal or equitable rights or remedies you have or may have against BenchSci with respect the access to or use of the Licensed Content.

Customer Data. You may create, post, upload, link to, display, communicate, or transmit Customer Data from Academic Users and Industry Users, while or through using the Services. You: (a) are solely responsible for the accuracy, legality, content of, and for any harm resulting from, any Customer Data, regardless of the form of such Customer Data; (b) will only submit Customer Data for which it has sufficient rights to post; (c) will comply fully with any third-party licenses relating to Customer Data, and (vi) will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with provision of Customer Data for use of the Services, including without limitation those related to data privacy, international communications, and the exportation of technical or Personal Information from locations other than the location from which BenchSci controls and operates the Site and the Services. BenchSci is not responsible for any public display or misuse of Customer Data by you, its Customers or its Academic or Industry Users. Further, BenchSci does not pre-screen Customer Data, but it has the right (though not the obligation) to refuse or remove any Customer Data that, in its sole discretion, violates any terms of this Agreement. You shall not post any Customer Data that contains any material which is the confidential information of any third party or which is defamatory, obscene, or otherwise unlawful.

You grant to BenchSci: (i) a non-exclusive, royalty-free, irrevocable, fully paid-up, perpetual, sublicensable, transferrable and worldwide right and license to reproduce, perform, modify, develop, access, collect, store and use all Customer Data, including any Derivative Works, data, information or other content forming part thereof, in connection with this Agreement; and (ii) a non-exclusive, royalty-free, irrevocable, fully paid-up, perpetual, sublicensable, transferrable and worldwide right and license to reproduce, perform, modify, develop, access, collect, store, use, sell, exploit, resell, distribute, provide, and transfer all De-Identified Data, including any Derivative Works, data, information or other content forming part thereof, including for the purposes of training, improving and enhancing the Services including for developing any new or updated features, functionality, products or services.

Academic Users. Where Customer Data, is uploaded, transmitted to or entered into the Site or Services or otherwise provided to BenchSci by an Academic User in accordance with and subject to this Agreement, Customer Data will be used for the purposes of (i) providing Services to Customer under this Agreement, (ii) training, improving and enhancing the Services including developing new features, functionalities, products and services, and (iii) sharing with third parties, including other customers and users of the Site and Services.

Industry Users. Where Customer Data is uploaded, transmitted to or entered into the Site or Services or otherwise provided to BenchSci for an Industry User, in accordance with and subject to this Agreement, Customer Data will be used for the purposes of (i) providing Services to Customer under this Agreement, and (ii) training, improving and enhancing the Services including developing new features, functionalities, products and services. For clarity, Confidential and Proprietary Information of the Customer, including that provided by Industry Users, shall not be disclosed to third parties, unless required by law or in accordance with Confidentiality section of this Agreement.

Removal of Customer Data. We have the right (but have no obligation) at our sole discretion to review and remove any data, including Customer Data that we feel in our judgment does not comply with this Agreement or violates any third-party intellectual property rights. We are not responsible for any delay or failure in removing such Customer Data. If you upload or provide Customer Data that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us. We do not monitor content uploaded, posted or published on our platforms. If you believe that any content uploaded, posted or published on our platform is defamatory, illegal, breaches this Agreement or infringes your intellectual property rights, please contact us at privacy@benchsci.com. We may require you to provide additional information to help us assess your concern and correctly identify information to be removed.

4. ACCESS OF SITE

Links or Interfaces to the Site. You may link your site to or interface with our Site’s home page, provided you do so in a manner that is fair and legal and does not damage BenchSci’s reputation. BenchSci shall not be responsible or liable for linking to or interfacing with our Site and shall not be associated with, approve or endorse such linking except when expressly agreed upon by BenchSci. You may not frame our Site on any other website, nor create a link to or interface with any part of our Site other than the home page. The Site shall not be linked to, interfaced with or displayed in any websites, domains or webpages that has any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to require delinking or cancel the interface with your site at any time and such request shall be complied within five (5) days from such request.

Links or Interfaces in the Site. Where our Site contains links to or interfaces with other sites and resources provided by third parties, these links or interfaces are provided for your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third-party providers and accept no responsibility for them or for any loss or damage that may arise from your use of them. By using the Site, you expressly agree that we will have no liability in respect of your use of such third-party links or interfaces.

5. INTELLECTUAL PROPERTY RIGHTS

Ownership. BenchSci expressly reserves all rights, title, and interest in: (i) the Site, the Services (or any part thereof), all Derivative Works, all De-Identified Data and all other materials or content provided by BenchSci under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “BenchSci Property”). All right, title and interest in the BenchSci Property will remain with BenchSci (or BenchSci’ third party suppliers, as applicable). For greater certainty, the BenchSci Property is provided to Customer on the terms and conditions of this Agreement and not “sold” to Customer.

You shall not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of BenchSci’s Property, in whole or in part, except as is expressly permitted herein. You further agree that you will not directly or indirectly: (i) modify or create any derivative work of the Services, documentation or service; (ii) sublicense, sell, lend, rent, lease, give, transfer, assign or otherwise dispose of all or any portion of the Services; (iii) reverse engineer, disassemble or decompile the technology used to provide the Services or attempt to discover or recreate the source code to the platforms used to provide the Services including the Site and applications; (iv) bypass or attempt to bypass any measures we may use to prevent or restrict access to the Site or Services or to interfere or attempt to interfere with the proper functioning of the Site or the Services; or (v) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the Services.

Use Restrictions. Without limiting the generality of any of the foregoing, you will not, and will not permit any other person to (i) use the Services other than as permitted by this Agreement, (ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Site or Services (e.g., by a denial-of- service attack), (iii) use the Services to upload, collect, transmit, store, use, disclose or process any Customer Data: (A) that you did not have the lawful right to upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display; (B) in a manner that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (C) that is tortious, defamatory, obscene, or offensive, or that violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; (iv) use artificial intelligence or any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or Modify the Site or Services; (v) use the Service for the purpose of building a similar or competitive product or service; or except for temporary system caching necessary for your use of the Site or the Services, cache, download, or otherwise store any information, material or content made available or provided to you through the Services, (vi) use the Services in any way that breaches any applicable local, national or international law or regulation, or In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect. BenchSci may immediately take any of the following actions if you violate the usage restrictions in this section: (x) remove the users who violate such usage restrictions, (y) terminate you use of the Services, or (z) terminate this Agreement.

Copyright Policy. BenchSci does not permit copyright infringing activities and infringement of intellectual property rights on and will remove any content on the Site or Services if properly notified that such content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content made available through Site or Services infringes upon your copyright, you may submit a notification to legal@benchsci.com with the following information in writing:

a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
identification of the URL or other specific location on the Site where the material that you claim is infringing is located;
your address, telephone number, and email address
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Feedback. Any feedback, questions, recommendations, corrections, comments, suggestions, ideas or the like that you share or otherwise disclose to BenchSci will be treated as being non-confidential and non-proprietary. BenchSci will be free to use such feedback, questions, recommendations, corrections, comments, suggestions, ideas or the like for any purpose whatsoever without any obligation to you, including improving our Site and Services and developing new features, functionality, other products or services.

6. PRIVACY AND CONFIDENTIALITY.

Privacy Covenant. For information about BenchSci’s data practices including storage and retention, please read BenchSci’s Privacy Policy, which is hereby incorporated into this Agreement. The Privacy Policy explains how BenchSci treats your Personal Information when you access and use the Site and Services. We encourage you to carefully read it because by accessing and using the Site and Services, you agree that we can collect, store, use and share your information consistent with that policy. The Privacy Policy may be updated from time to time at our sole discretion. Any changes will be effective upon posting to the Site.

Confidentiality Definition. For purposes of this Agreement, a party receiving Confidential and Proprietary Information (as defined below) will be the “Recipient” and the party disclosing such information will be the “Discloser” and “Confidential and Proprietary Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or “proprietary” or that a reasonable person would understand to be confidential or proprietary; provided that Discloser’s Confidential and Proprietary Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential and Proprietary Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing, the terms and conditions of this Agreement and all BenchSci information (including any part thereof), whether marked as “confidential” or “proprietary” or not, will be BenchSci’s Confidential and Proprietary Information.

Confidentiality Covenant. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential and Proprietary Information of the Discloser to any person, except to its own personnel, affiliates or contractors having a “need to know” and that have entered into written confidentiality obligations no less protective of BenchSci than the terms of this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential and Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential and Proprietary Information of the Discloser, any proprietary legend. Upon the earlier of: (A) Discloser’s written request; and (B) the termination or expiration of this Agreement, and regardless of whether a dispute may exist, Recipient will return or destroy (as instructed by Discloser) all Confidential and Proprietary Information of Discloser in its possession or control and cease all further use thereof. Notwithstanding the foregoing, BenchSci may retain a copy of any Confidential and Proprietary Information provided by you (including Customer Data and Derivative Works) for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, or reasonable internal back-up or archival practices or policies.

Exceptions to Confidentiality. Notwithstanding anything contained herein, Recipient may disclose Discloser’s Confidential and Proprietary Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) in the case of BenchSci, to its employees, contractors, accountants, agents, representatives, internal and external auditors, legal counsels and other professional advisors if and to the extent such persons need to know such Confidential and Proprietary Information; or (iii) in the case of BenchSci, to potential assignees, acquirers or successors of BenchSci if and to the extent such persons need to know such Confidential and Proprietary Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of BenchSci.

7. FEES.

Fees. BenchSci may make paid plans (subscription or pay per use) available to certain Industry Users. If you choose to purchase a paid plan from BenchSci, in exchange for access to the Services specified in the paid plan you select, you agree to pay all fees agreed at time of purchase. Any payment terms presented to you in the process of using or signing up for a paid plan are deemed part of this Agreement. All fees are invoiced in advance and are based on the plan purchased. If no payment schedule is specified in the plan, the entire fees shall be payable within thirty (30) days of transmission of the invoice by BenchSci to you. Fees paid are non-refundable and payment obligations cannot be cancelled. BenchSci may suspend our Services to you until unpaid fees are paid in full, without limiting our other rights and remedies.

Invoicing and Payment. You must provide current, complete and accurate information for your billing account. You must keep all billing information current, complete and accurate, and must promptly notify us and your payment processor if your payment method is cancelled or if you become aware of a potential breach of security. If you fail to provide current, complete and accurate billing information, you agree that we may continue charging you for any use of paid services under your billing account. BenchSci’s acceptance of partial payment or any payment less than the full amount payable at any given time shall not constitute a waiver or release of BenchSci’s right to unpaid amounts.

Taxes. You are responsible for any applicable taxes, without limitation, any sales, use, levies, duties or any value added or similar taxes payable with respect to the fees and assessable by any local, state, provincial, federal or foreign jurisdiction. Unless expressly specified, all fees exclude applicable sales taxes.

8. DISCLAIMER OF REPRESENTATION AND WARRANTIES.

Warranty. You represents and warrants to, and covenants with BenchSci that the Customer Data, that you upload, transmit or provide to BenchSci, shall only contain data and Personal Information in respect of which you have the rights, title and ownership, or has obtained all applicable third party licences, consents, authority and permissions, has made all applicable disclosures, as required by applicable laws or to third parties, regarding all collection, storage, access, use, disclosure and transmission of Personal Information, including by or to BenchSci and to or from all applicable third parties.

GENERAL DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SITE, THE SERVICES (OR ANY PART THEREOF), ITS CONTENT INCLUDING LICENSED CONTENT, ANALYSES, GENERATED INFORMATION, OUTPUT, RECOMMENDATIONS, EVALUATIONS, DERVATIVE WORK, ANY OTHER PRODUCTS, PLATFORMS OR SERVICES PROVIDED BY BENCHSCI ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BENCHSCI HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, OPERATION, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF THE SITE OR SERVICES. BENCHSCI DOES NOT WARRANT THAT THE SITE OR SERVICES (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, BENCHSCI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA, CONTENT, INCLUDING LICENCED CONTENT OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES (OR ANY PART THEREOF) IS ACCURATE, WILL MEET REQUIREMENTS, UP-TO-DATE OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

BENCHSCI MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS OR GUARANTEES OF ANY KIND THAT ITS SITE, SERVICES, ITS CONTENT INCLUDING LICENSED CONTENT, IS FREE OF BUGS, DEFECTS, OR ERRORS, OR INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION OF THE CUSTOMER.

DISCLAIMER FOR THIRD PARTY SUPPLIERS AND SERVICE PROVIDERS. WHILE THE SITE OR THE SERVICES MAY PROVIDE LINKS OR INTERFACES TO WEBSITES OF THIRD-PARTY SUPPLIERS AND SERVICE PROVIDERS, THIRD-PARTY MATERIAL, PROGRAMS, APPLICATIONS, TOOLS AND OTHER PRODUCTS AND SERVICES, BENCHSCI DOES NOT ENDORSE ANY INFORMATION CONTAINED ON THOSE WEBSITES OR GUARANTEE THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PURPOSES OF SUCH PRODUCTS OR SERVICES. YOU ACKNOWLEDGES AND AGREES THAT SUCH THIRD-PARTY MATERIAL, PRODUCTS AND SERVICES ARE NOT UNDER BENCHSCI’ CONTROL AND THAT YOU USE SUCH INFORMATION, SERVICES, AND PRODUCTS ENTIRELY AT YOUR OWN RISK AND LIABILITY, REGARDLESS OF WHETHER SUCH PRODUCTS OR SERVICE WERE FACILITATED OR OBTAINED BY YOU.

9. INDEMNIFICATION.

You will defend, indemnify and hold harmless BenchSci, its employees, officers, directors, affiliates, shareholders, agents, contractors, successors, and assigns from and against all losses, claims, obligations, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, demands and expenses of whatever kind, including reasonable legal fees disbursements and the cost of enforcing our rights under this Agreement, in whole or in part, directly or indirectly, arising out of, resulting from, or attributable to: (i) Customer Data; (ii) your breach of any obligations, representations or warranties under this Agreement; (iii) use of the Site or Services (or any part thereof) by you, including in combination with any third party software, application or service; (iv) misrepresentation, criminal behaviour, wilful misconduct or gross negligence on your part; (vi) your use of any content available on the Site or through the Services; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property, confidentiality or privacy rights) as a result of your use of the Site or Services (or any part thereof). You will fully cooperate with BenchSci in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of BenchSci.

10. LIMITATION OF LIABILITIES.

UNLESS OTHERWISE EXPRESSLY SET OUT IN THIS AGREEMENT, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF BENCHSCI, FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF ACTION, IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED CAD$500 TO ACADEMIC USERS, OR EXCEED FEES PAID IN THE PREVIOUS SIX MONTHS BY INDUSTRY USERS. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT OF BENCHSCI. IN NO EVENT WILL BENCHSCI’S THIRD PARTY SUPPLIERS OR SERVICE PROVIDERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT IF NO FEES HAVE BEEN PAID TO BENCHSCI IN CONNECTION WITH THIS AGREEMENT, YOU WILL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BENCHSCI BE LIABLE TO YOU FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, LOSS OF PROFIT OR BUSINESS, LOSS OF DATA, LOSS OF USE, OR LOSS OF GOODWILL; (III) BUSINESS INTERRUPTION OR TEMPORARY EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE SITE, THE SERVICES, YOUR ACCESS OR USE OF THE SITE AND SERVICES, OR ANY OF THE SUBMISSIONS, INFORMATION, DOCUMENTS, MATERIALS, OR DATA TRANSMITTED THROUGH THE SITE OR SERVICES OR RESIDING ON THE SITE, OR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING THEREFROM; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE, WHETHER OR NOT BENCHSCI HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE; AND EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

11. TERM AND TERMINATION.

Term. This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with the terms contained here (“Term”).

Suspension or Termination. You acknowledge and agree that we may, at our sole discretion, suspend or terminate your access to all or part of the Services with or without notice and for any reason, including, without limitation, for breach of this Agreement. Upon suspension or termination, your right to use the Site or Services will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Account information or Customer Data. BenchSci shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Services.

Effect of Termination. In the event of any termination or expiration: (i) all licenses and rights we granted to you hereunder shall immediately terminate; (ii) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Survival. The following sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 5 (Intellectual Property Rights), Section 6 (Privacy & Confidentiality), Section 8 (Disclaimer of Representations and Warranties), Section 9 (Indemnification), Section 10 (Limitation of Liabilities), Section 11 (Survival), and Section 12 (General Provisions).

12. GENERAL PROVISIONS.

Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or two days after being sent by first class mail postage prepaid to the official contact designated by the Parties and immediately after being received by the other Party’s server. Notices must be in writing and sent: (i) if to BenchSci, 559 College St, Suite 201, Toronto, ON, M6G 1A9, Attn: Legal Department, and (ii) if to you, to the current postal or email address that BenchSci has on file with respect to you. BenchSci may change its contact information by posting the new contact information on its Site or by giving notice thereof. You are solely responsible for keeping your contact information updated on file with BenchSci at all times during the Term.

Assignment. You will not assign this Agreement to any third party without BenchSci’s prior written consent. BenchSci may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

Governing Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Compliance with Export Regulations. You represent and warrant that you have or will obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals that are required by applicable laws (including applicable laws pertaining to the importation, exportation, or use of the Services) for its use the Services. You will not directly or indirectly export or re-export (including by transmission) any regulated technology forming part of the Services to any country where such activity is restricted by applicable law without the prior written consent, if required, of the applicable governmental or regulatory authority.

Publicity. You shall not use any of BenchSci’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features, without our prior written consent.

Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond BenchSci’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, pandemic, civil unrest, acts of terror, strikes or other labour problems (other than those involving BenchSci employees), or internet service provider failures, disruptions or delays.

Severable and Waiver. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable, will automatically be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

Independent Contractors. Your relationship to BenchSci is that of an independent contractor, and neither Party is an agent or partner of the other. You shall not represent to any third party that it has, any authority to act on behalf of BenchSci.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.

Electronic Execution. This Agreement may be executed in one or more counterparts (including electronically), each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.

Interpretation. Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The term “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of BenchSci in this Agreement means the right of BenchSci to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.

English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

BenchSci Terms of Service