These Terms create a binding legal agreement between you and Science Corporation, a Delaware corporation (“Science”) and govern your use of the Science website (the “Site”) and the content and functionality provided via the Site (such content and functionality, together with the Site, collectively, the “Services”).
By using the Services, you affirm that you (i) are have reached the age of majority in your jurisdiction of residence, and (ii) are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. If you are using the Services on behalf of a company, organization, or other entity, you further affirm that you have authority to bind that organization to these Terms, and you agree to be bound by these Terms on behalf of that organization.
Science may change any of the terms contained herein or modify the Services at any time, and you accept any changes made to these Terms by continuing to use the Services after Science posts the changes. However, any disputes arising under these Terms will be resolved pursuant to the version of these Terms in effect at the time the dispute arose.
The Services are owned and operated by Science. You acknowledge and agree that Science and/or Science’s technical, content and service providers (“Providers”) own all right, title and interest in and to the Services, including: (a) all information, data, software, text, displays and visual interfaces, graphics, images, video, and audio, and all other elements of the Services, and the design, selection, and arrangement thereof; and (b) all intellectual property and other legal rights (including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights) therein. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without Science’s written consent. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or any access to or use of the Services. You agree and understand that Science is not obligated to provide you with access to the Services. You agree that all content provided to you through the Services is owned by Science, Providers and/or other third parties and that you will have no ownership rights in such content.
License Grant and Restrictions.
• Subject to your compliance with these Terms, Science hereby grants you a limited, personal, nonexclusive, non-transferable, non-sublicensable and revocable license to access and use the Services on your personal device(s) solely for your personal, noncommercial use, as provided herein. By downloading or using the Services, you acknowledge that: (a) the Services are licensed, not sold to you; and (b) third party terms and fees, such as those from your mobile carrier, may apply to the use and operation of your device in connection with your use of the Services, and that you are solely responsible for any such third party terms and fees.
• You may not use the Services for any other purpose nor may you transfer or otherwise permit any other person or entity to access the Services using your username and password, which you acknowledge and agree are personal to you and are non-transferable. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, create derivative works of, resell, or otherwise exploit the Services or any content distributed thereon under any circumstances.
• You may not (i) circumvent or disable any content protection system or digital rights management technology used with the Services, (ii) decompile, reverse engineer, disassemble or otherwise reduce the Services or any software or technology provided to you in connection with the Services, to a human-readable form, (iii) remove identification, copyright, trademark, or other proprietary notices from materials provided on the Services, or (iv) access or use the Services in an unlawful or unauthorized manner. Any use of the Services not expressly authorized by these Terms is a breach of these Terms and may violate copyright, trademark, or other laws.
• Discontinuation of the Services; Termination.
• Science reserves the right to permanently or temporarily amend or discontinue the Services at any time, in our sole discretion, without notice to you. To the fullest extent permitted under applicable law, we will not be liable for any change to or any discontinuation of the Services.
• Science may immediately terminate this contract with you and suspend or terminate your access to the Services for any or no reason at any time without notice, including but not limited to, if you fail to comply with any provision of these Terms.
Third Party Services and Links.
Limitations on Use of the Services.
You may not access or use, or attempt to access or use, the Services to take any action that could harm Science, its Providers, or any other third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not: • engage in unauthorized “crawling,” “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Services;
• take any action that imposes an unreasonable or disproportionately large load on Science’s network or infrastructure;
• use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services, including uploading or disseminating any virus, adware, spyware, worm, or other malicious code, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
• attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
• use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, such as exposing them to inappropriate content, asking them for personal information, or otherwise;
• distribute any unauthorized materials or advertise or promote goods or services through the Services without Science’s permission (including, without limitation, by sending spam or any other similar solicitation);
• engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Science’s sole judgment, exposes Science or any of Science’s users, affiliates, or any other third party to any liability, damages, or detriment of any type, including causing damage to Science’s reputation; or
• assist any person in doing any of the above.
Violations of system or network security may result in civil or criminal liability. Science may investigate and work with law enforcement authorities to prosecute users who violate the Terms.
Monitoring and Enforcement.
We have the right to:
• take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any content on or through the Services.
You agree that any comments, suggestions or feedback you provide regarding your use of the Services (“Feedback”) will become the exclusive property of Science, regardless of the form or platform in which it is delivered. You further agree that Science and Providers may use all or part of your Feedback or any derivative thereof in any manner or media without any remuneration, compensation or credit to you, including to improve the Services and create other products and services. You hereby assign to Science all right, title and interest to your Feedback, including all copyrights therein. To the extent assignment is not permitted, you hereby grant Science a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to exploit the Feedback as described in this section.
Communications with You.
Science and Providers may communicate with you about the Services, including through one or more third party e-mail or survey services, via methods determined by Science. You consent to receive communications from Science and/or Providers that may: (i) solicit Feedback via e-mail, surveys, bug reports, or other methods Science may determine; (ii) collect additional information regarding issues you report in your Feedback; (iii) notify you of changes to the Services or these Terms; and (iv) tell you about future Science programs, products or services. You agree that any such notices, disclosures, and other communications will satisfy Science’s applicable legal notification requirements. Science recommends that you keep a copy of any electronic communications we send to you for your records. You agree that Science may share your contact information with Providers, and, to the extent necessary to enable such communications, with other third parties.
Disclaimer of Warranties, Limitation of Liability, and Indemnity.
• YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEITHER SCIENCE NOR PROVIDERS MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY AND PRIVACY OF YOUR DATA AND/OR INFORMATION, COMPATIBILITY OR NON-INFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE; OR AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED IN TEXT, AUDIO, VIDEO, GRAPHICAL, OR OTHER FORM (THE “SERVICE CONTENT”). NEITHER SCIENCE NOR PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS. SCIENCE IS NOT RESPONSIBLE OR LIABLE FOR ANY DECISIONS YOU MAY MAKE IN RELIANCE ON THE SERVICES OR SERVICE CONTENT, OR FOR ANY DEFECTS OR ERRORS THAT MAY RESULT FROM YOUR PROVISION OF INCOMPLETE OR INACCURATE INFORMATION TO SCIENCE OR THE SERVICE. YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR THE LOSS OF DATA, THAT RESULTS FROM USE OF THE SERVICES.
• TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SCIENCE, THE PROVIDERS, OR THEIR AFFILIATES, SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE SERVICES), AGENTS, AND SUPPLIERS (COLLECTIVELY, THE “LICENSOR PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE, LOSS OF LIFE OR HEALTH, THE CLAIMS OF THIRD PARTIES, AND ANY COST OF ANY SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOU FURTHER WAIVE AND HOLD HARMLESS THE LICENSOR PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES AS REFERENCED IN SECTIONS 5 AND 6. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LICENSOR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED $100, EXCEPT TO THE EXTENT AN APPLICABLE LAW DOES NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS.
• YOU FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS THE LICENSOR PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS, YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES, YOUR FEEDBACK, YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHTS OF PUBLICITY, CONFIDENTIALITY, OR OTHER PROPERTY OR PRIVACY RIGHT, AND ANY CLAIMS ARISING FROM OR ALLEGING FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU. SCIENCE RESERVES THE RIGHT TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. In such event, you shall provide Science with such cooperation as Science reasonably requestS.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
In order to expedite and control the cost of disputes, Science and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute”) will be resolved by arbitration if the parties are unable to reach agreement through negotiation of the dispute. This applies to all Disputes, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, even if the Dispute arises after the termination of these Terms. Arbitration is a less formal proceeding than a lawsuit in a court, does not involve a judge or jury, and may allow for less discovery than in a court. An arbitration is conducted by a neutral arbitrator. An arbitrator can award the same types of relief that a court can, such as damages, but a decision from an arbitrator can be subject to very limited review by a court. YOU UNDERSTAND AND AGREE THAT YOU AND SCIENCE ARE HEREBY WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW.
• Exceptions to Arbitration Agreement. Despite this arbitration agreement, both you and Science will still be able to: (a) bring an individual action in small claims court; (b) bring an individual action seeking injunctive relief in a court of law; (c) bring suit regarding intellectual property infringement; and (d) bring issues to the attention of federal, state, or local agencies, which may result in legal action.
• Opt-Out of Arbitration Agreement. You have the right to opt out of this agreement to arbitrate by contacting email@example.com within thirty (30) days of first accepting these Terms. In your request, please state that you decline the arbitration agreement in this Section, and provide your full name and the e-mail address you used to register for the Services. There is no penalty for opting out of this arbitration agreement.
• Notice of Dispute. In the event of a Dispute, you or Science must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution, including any relief sought (a “Notice of Dispute”). You must send any Notice of Dispute by certified U.S. Mail or Federal Express (signature required) to Science at firstname.lastname@example.org and also via e-mail to email@example.com. Science will send any Notice of Dispute to you by certified U.S. Mail or Federal Express (signature required) to your address if we have it, or otherwise to your e-mail address. You and Science will attempt to resolve any Dispute through informal negotiation within thirty (30) days from the date the Notice of Dispute is sent. After thirty (30) days, you or Science may commence arbitration.
• Binding Arbitration and Governing Law. To the fullest extent permitted under law, any arbitration between you and Science will be settled under the Federal Arbitration Act, and will administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules in effect at the time the Dispute is filed (the “AAA Rules”), as modified by these Terms. Information about AAA and the AAA Rules and filing process is available at http://www.adr.org/ or by contacting Science. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. INSTEAD, ALL DISPUTES WILL BE RESOLVED BEFORE A NEUTRAL ARBITRATOR, WHOSE DECISION WILL BE FINAL EXCEPT FOR A LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT.
• Class Action Waiver. TO THE FULLEST EXTENT OF THE LAW, YOU AND SCIENCE AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR SCIENCE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
• Arbitration Procedures. Any arbitration hearing will take place in Alameda County, California, in a location that you and Science agree upon. If your claim is for $10,000 or less, however, it is your choice whether the arbitration is conducted: (a) by an in-person hearing under the AAA Rules in the county (or parish) of your home address; (b) by a telephonic hearing, where the parties do not appear in person; or (c) by the submission of documents only, without an in-person or telephonic hearing. Regardless of how the arbitration is conducted, the arbitrator must issue a reasoned written description that explains the essential findings and conclusions on which the decision and any award are based. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim. The parties must not disclose the amount of any settlement offer made by you or Science to the arbitrator during the arbitration, until the arbitrator has made a final decision and award, if any. If the arbitrator finds in your favor, Science will pay you the highest of: (a) the amount the arbitrator awards you, if any; (b) the last written settlement amount Science regarding the Dispute before the arbitrator’s final decision and award; or (c) $1,000.
• Arbitration Fees. Whoever files the arbitration pays the initial filing fee, unless your claim is for $10,000 or less, in which case Science will reimburse you for your payment of the initial filing fee. If your claim is for more than $10,000, the payment of any fees will be decided by the AAA Rules. At any time during the arbitration, the arbitrator may make rulings and resolve any disputes about the payment or reimbursement of fees or expenses; either party may also request a ruling on these issues within 14 days of the arbitrator’s ruling on the merits. If the arbitrator finds that the substance of your claim or your request for relief is frivolous or brought for an improper purpose (under the standard set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. If that happens, you agree to reimburse Science for any amounts previously disbursed that are otherwise your obligation to pay under the AAA Rules.
• Filing Period. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE UNDER THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR IN AN ARBITRATION PROCEEDING. The one-year period begins when the events giving rise to the Dispute first occur. If a claim is not submitted within one year, it is permanently barred. This period can only be extended by the written consent of both parties. No statutes or provisions of law that would toll or otherwise affect the time in which a party may bring a claim shall operate to extend the period limited in this Section, and any such statutes and provisions are hereby waived, to the fullest extent permitted by law.
• Modifications. You have the right to reject any changes to this arbitration provision, except for a change to Science’s contact information. You may reject a change by sending us written notice within 30 days. This will result in the Services being immediately terminated. Note that this arbitration provision, as it was prior to the rejected changes, will remain in effect.
• Enforceability. If the waiver of class actions above is found unenforceable, or this entire section is found unenforceable, then this entire section will be null and void. If that happens, you and Science agree that the section below on exclusive jurisdiction and governing law will govern any Dispute.
The term of these Terms will commence on the date of your first acceptance of these Terms and continue until the earliest of: (i) the date upon which Science, in its sole discretion, provides notice to you of termination of these Terms or your access to the Services is terminated (which may occur for any reason); and (ii) your violation or breach of any provisions of these Terms (the “Term”). Upon expiration or termination of these Terms, the rights granted to you under these Terms with respect to the Services will immediately terminate. However, Science’s ownership of your Feedback, as well as the limitations on Science’s liability, the indemnification provisions and the terms pertaining to the dispute resolution process, will survive any expiration or termination of these Terms.
• Supplemental Terms. When using the Services, you agree to comply with and are subject to any posted guidelines, rules, or supplemental terms applicable to such services or features, as may be posted from time to time. All such guidelines, rules, or terms are hereby incorporated by reference into the Terms. To the extent that you are asked to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms associated with the applicable portion of the Services govern with respect to your use of such portion of the Services to the extent of the conflict.
• Section Headers. Section headers are provided for convenience and do not affect the interpretation of any provision or the rights of any party.
• Entire Agreement; No Assignment. These Terms and any other terms expressly incorporated by reference herein form the entire agreement between you and Science regarding your use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Science without restriction. These Terms operate to the fullest extent permissible by law.
• No Joint Venture, Partnership, Employment, or Agency Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Science as a result of these Terms or your access to and use of the Services.
• Severability. If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
• Force Majeure. Science will be excused from performance under these Terms for any period when we were prevented from or delayed in performing any obligations under these Terms, in who or in part, due to circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunications, network, computer, server or Internet downtime, unauthorized access to Science’s information technology systems by third parties, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
• No Waiver. Science’s failure to enforce any provisions of these Terms or respond to a violation by any party does not waive Science’s right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of Science’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Science with respect to such uses.
• Governing Law; Exclusive Jurisdiction. The Services are intended for use by residents of the United States. We do not intentionally provide access to the Services to individuals located elsewhere. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of the State of California (without giving effect to conflict of law principles). To the extent a lawsuit or court proceeding is permitted under these terms, you and Science agree that any dispute will be litigated in the state or federal courts located in Alameda County, California, and both of us submit to the personal and exclusive jurisdiction of those courts. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
• Contact. For inquiries or questions regarding these Terms or the Services, please contact Science at firstname.lastname@example.org.