(Updated July 31, 2017)
Services Connect Buyers and Sellers. BidScientific provides a marketplace that allows Sellers to offer, sell and Buyers to buy items (“Products”). BidScientific also sells Products offered from other Sellers directly to Buyers. Please note that BidScientific may receive a commission or other payment from Sellers who may sell Products through our marketplace. BidScientific may also make a margin based upon direct sales of Products to Buyers that are manufactured by Sellers.
BidScientific Provides a Venue and Acts as a Reseller. We do not take part in the interaction between Users or between Sellers and Buyers. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any ratings provided by Users, items sold by Sellers, or of the integrity, responsibility, or any actions of any Users (including, but not limited to, payment processing, shipping or returns for any purchases of Products). BidScientific makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. BidScientific does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER BIDSCIENTIFIC NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR THIRD PARTY SELLER OF THE PRODUCTS. BIDSCIENTIFIC AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF BIDSCIENTIFIC CONTENT, YOUR PURCHASE OF ANY PRODUCTS THROUGH BIDSCIENTIFIC CONTENT OR YOUR USE OF ANY PRODUCTS PURCHASED THROUGH BIDSCIENTIFIC.
Use of the Services. BidScientific and the information and content available on the BidScientific website are protected by copyright laws throughout the world. Subject to the Terms, BidScientific grants you a limited license to reproduce portions of BidScientific Content for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by BidScientific in a separate license, your right to use any BidScientific Content is subject to the Terms.
3.1 Updates. You understand that BidScientific is evolving and its services and website content may change over time. You acknowledge and agree that BidScientific may update BidScientific Content with or without notifying you. You may need to update third-party software from time to time in order to use BidScientific Content.
3.2 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit BidScientific Content or any portion of BidScientific Content, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other BidScientific Content (including images, text, page layout or form) of BidScientific; (c) you shall not use any metatags or other “hidden text” using BidScientific’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of BidScientific Content except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access BidScientific Content in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of BidScientific Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in BidScientific Content. Any future release, update or other addition to BidScientific Content shall be subject to the Terms. BidScientific, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of BidScientific Content terminates the licenses granted by BidScientific pursuant to the Terms.
3.3 Third-Party Materials. As a part of BidScientific Content, you may have access to materials that are hosted by another party. You agree that it is impossible for BidScientific to monitor such materials and that you access these materials at your own risk.
4.1 Registering Your Account. In order to access certain features of BidScientific Content you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”), has a valid account on the social networking service (“SNS”) through which the User has connected to the Services (each such account, a “Third-Party Account”), or has an account with the applications provider for the User’s mobile device.
4.2 Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18+) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using BidScientific Content under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of BidScientific Content by minors. You may not share your Account or password with anyone, and you agree to (1) notify BidScientific immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or BidScientific has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, BidScientific has the right to suspend or terminate your Account and refuse any and all current or future use of BidScientific Content (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. BidScientific reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use BidScientific Content if you have been previously removed by BidScientific, or if you have been previously banned from any of BidScientific Content.
4.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to BidScientific Content. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing BidScientific Content.
Transactions. The Website both accepts orders from Buyers and transmits orders to Sellers for the purchase of Products, and all aspects of such purchases are handled by the Sellers (not BidScientific). Users of the Services, including both Sellers and Buyers, contract directly with other Users. BidScientific will not be a party to any contracts between Users. Without limiting the generality of the foregoing, BidScientific is not responsible for the payment processing of any transactions between Users, the shipping of Products, or refunds or exchanges relating to Products.
Buyer Conditions. When buying an item, you agree to the rules for Buyers and that:
6.1 You are responsible for reading the full item listing before making a commitment to buy.
6.2 You enter into a legally binding contract to purchase an item with BidScientific or the Seller when you commit to buy an item.
6.3 BidScientific does not transfer legal ownership of items from the Seller to the Buyer.
Release. BidScientific expressly disclaims any liability that may arise between Users (Sellers and Buyers) of its Services. The Services are a venue for connecting Users. Because BidScientific is not involved in the actual contract between Users or in the completion of the sale, in the event that you have a dispute with one or more Users, you release BidScientific (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Responsibility for Content.
8.1 Types of Content. You acknowledge that all Content, including BidScientific Content, is the sole responsibility of the party from whom such Content originated. This means that you, and not BidScientific, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through BidScientific Content (“Your Content”), and other Users (Sellers and Buyers) of BidScientific Content, and not BidScientific, are similarly responsible for all Content they Make Available through BidScientific Content (“User Content”).
8.2 No Obligation to Pre-Screen Content. You acknowledge that BidScientific has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although BidScientific reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that BidScientific pre-screens, refuses or removes any Content, you acknowledge that BidScientific will do so for BidScientific’s benefit, not yours. Without limiting the foregoing, BidScientific shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
8.3 Storage. Unless expressly agreed to by BidScientific in writing elsewhere, BidScientific has no obligation to store any of Your Content that you Make Available on BidScientific Content. BidScientific has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of BidScientific Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that BidScientific retains the right to create reasonable limits on BidScientific’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accessing the Services and as otherwise determined by BidScientific in its sole discretion.
9.1 BidScientific Content. Except with respect to Your Content and User Content, you agree that BidScientific and its suppliers own all rights, title and interest in BidScientific Content (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accessing BidScientific Content.
9.2 Trademarks. BIDSCIENTIFIC and other related graphics, logos, service marks and trade names used on or in connection with BidScientific Content are the trademarks of BidScientific and may not be used without BidScientific’s prior written consent in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in BidScientific Content are the property of their respective owners.
9.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in BidScientific Content.
9.4 Your Content. BidScientific does not claim ownership of Your Content. However, when you as a User (Seller or Buyer) post or publish Your Content on or in BidScientific Content, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
9.5 License to Your Content. Subject to any applicable account settings that you select, you grant BidScientific a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sub-licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing BidScientific Content to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of BidScientific Content. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not BidScientific, are responsible for all of Your Content that you Make Available on or in BidScientific Content.
9.6 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on BidScientific Content, you hereby expressly permit BidScientific to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
9.7 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of BidScientific.
9.8 Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
9.9 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to BidScientific through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that BidScientific has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to BidScientific a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of BidScientific Content.
9.10 Reviews. The Services host User Content that is related to reviews of certain Users and Users' Products or Services. Such reviews are opinions and are not the opinion of BidScientific, have not been verified by BidScientific, and each User should undertake his or her own research to be satisfied concerning any specific User. You agree that BidScientific is not liable for any User Generated Content.
User Conduct. While using or accessing BidScientific Content you agree that you will not, under any circumstances:
(a) Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
(b) Interfere with or damage BidScientific Content, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(c) Fail to pay for items purchased by you, unless a clear typographical error is made, or you cannot contact the Seller;
(d) Manipulate the price of any item or interfere with other Users’ listings;
(e) Post false, inaccurate, misleading, defamatory or libelous content;
(f) Take any action that may undermine our feedback or ratings systems;
(g) Transfer your Account and username to another party without our consent;
(h) Bypass our robot exclusion headers, interfere with the working of BidScientific Content, or impose an unreasonable or disproportionately large load on our infrastructure;
(i) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(j) Use BidScientific Content to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
(k) Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
No Solicitation. The Services may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Services facilitated through BidScientific Content. You may not use the Services to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of BidScientific.
Investigations. BidScientific may, but is not obligated to, monitor or review BidScientific Content and User Content at any time. Without limiting the foregoing or the rights that BidScientific has under Section 8.2, BidScientific shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although BidScientific does not generally monitor User activity occurring in connection with BidScientific Content or Content, if BidScientific becomes aware of any possible violations by you of any provision of the Terms, BidScientific reserves the right to investigate such violations, and BidScientific may, at its sole discretion, immediately terminate your license to use BidScientific Content, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
Interactions with Other Users.
13.1 User Responsibility. You are solely responsible for your interactions with other Users of BidScientific Content and any other parties with whom you interact through BidScientific Content; provided, however, that BidScientific reserves the right, but has no obligation, to intercede in such disputes.
13.2 Content Provided by Other Users. BidScientific Content may contain User Content provided by other Users. BidScientific is not responsible for and does not control User Content. BidScientific has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
14.1 Third-Party Websites & Ads. BidScientific Content may contain links to third-party websites (“Third-Party Websites”) and applications (“Third Party Applications”) and advertisements (“Third Party Ads”) for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website, Third Party Application or Third Party Ad, we will not warn you that you have left BidScientific Content and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third Party Applications or Third Party Ads are not under the control of BidScientific. BidScientific is not responsible for any Third-Party Websites, Third Party Applications or and Third Party Ads. BidScientific provides these Third-Party Websites, Third Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third Party Applications and Third Party Ads, or their products or services. You use all links in Third-Party Websites, Third Party Applications and Third Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Indemnification. You agree to indemnify and hold BidScientific, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “BidScientific Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, BidScientific Content; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. BidScientific reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with BidScientific in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to BidScientific Content.
Disclaimer of Warranties and Conditions.
16.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF BIDSCIENTIFIC CONTENT IS AT YOUR SOLE RISK, AND BIDSCIENTIFIC CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. BIDSCIENTIFIC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) BIDSCIENTIFIC PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) BIDSCIENTIFIC CONTENT WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF BIDSCIENTIFIC CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF BIDSCIENTIFIC CONTENT WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN BIDSCIENTIFIC CONTENT WILL BE CORRECTED.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH BIDSCIENTIFIC CONTENT IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS BIDSCIENTIFIC CONTENT, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. BIDSCIENTIFIC MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BIDSCIENTIFIC OR THROUGH BIDSCIENTIFIC CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) From time to time, BidScientific may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at BidScientific’s sole discretion. The provisions of this section apply with full force to such features or tools.
16.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE THAT BIDSCIENTIFIC IS NOT THE MANUFACTURER, SUPPLIER, VENDOR OR SELLER OF THE PRODUCT NOR AN AGENT OF THE MANUFACTURER, SUPPLIER, VENDOR OR SELLER OF ANY PRODUCT. YOU ACKNOWLEDGE AND AGREE THAT BIDSCIENTIFIC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BIDSCIENTIFIC PARTIES LIABLE, FOR ANY PRODUCTS PURCHASED THROUGH BIDSCIENTIFIC CONTENT OR FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
(a) The Products are offered for sale by the Sellers, not BidScientific. BidScientific makes no warranty that the Products will meet your requirements. BidScientific makes no warranty regarding the quality of any Products, the data or information generated by the use of the Products, or the accuracy, timeliness, truthfulness, completeness or reliability of any User Content obtained through BidScientific Content.
(b) While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of Users’ content or listings, the ability of Sellers to sell items, the ability of Buyers to pay for items, or that Buyer or Seller will actually complete a transaction or return all items.
(c) We do not transfer legal ownership of items from the Seller to the Buyer. Texas law applies to the transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise. Further, we cannot guarantee continuous or secure access to BidScientific Content and operation of BidScientific Content may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions.
16.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS (SELLERS AND BUYERS) OF BIDSCIENTIFIC CONTENT. YOU UNDERSTAND THAT BIDSCIENTIFIC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF BIDSCIENTIFIC CONTENT. BIDSCIENTIFIC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF BIDSCIENTIFIC CONTENT. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF BIDSCIENTIFIC CONTENT.
Limitation of Liability.
17.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL BIDSCIENTIFIC PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH BIDSCIENTIFIC CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT BIDSCIENTIFIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF BIDSCIENTIFIC CONTENT, ON ANY THEORY OF LIABILITY, OR RESULTING FROM: (1) THE USE OR INABILITY TO USE BIDSCIENTIFIC CONTENT; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH BIDSCIENTIFIC CONTENT; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON BIDSCIENTIFIC CONTENT; OR (5) ANY OTHER MATTER RELATED TO BIDSCIENTIFIC CONTENT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. UK: BIDSCIENTIFIC DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY BIDSCIENTIFIC’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATIONS; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.
17.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL BIDSCIENTIFIC PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY BIDSCIENTIFIC AS A RESULT OF YOUR USE OF BIDSCIENTIFIC CONTENT. IF YOU HAVE NOT PAID BIDSCIENTIFIC ANY AMOUNTS BIDSCIENTIFIC’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS ($50 USD).
17.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
17.4 User Content. BIDSCIENTIFIC PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
17.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BIDSCIENTIFIC AND YOU.
Procedure for Making Claims of Copyright Infringement. It is BidScientific’s policy to terminate membership privileges of any User who infringes copyright rights upon prompt notification to BidScientific by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on BidScientific Content in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on BidScientific Content of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written 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 (6) 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.
Termination and Suspension. BidScientific may terminate or suspend your right to use BidScientific Content at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, BidScientific may terminate or suspend your right to use BidScientific Content if you breach any provision of the Terms or any policy of BidScientific posted through BidScientific Content from time to time; if BidScientific otherwise finds that you have engaged in inappropriate and/or offensive behavior; if BidScientific believes you are creating problems or possible legal liabilities; if BidScientific believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if BidScientific believes you are infringing the rights of third parties; if BidScientific believes you are acting inconsistently with the spirit of these Terms; if despite our reasonable endeavors, BidScientific is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, BidScientific reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
20.1 Violations. If BidScientific becomes aware of any possible violations by you of the Terms, BidScientific reserves the right to investigate such violations. If, as a result of the investigation, BidScientific believes that criminal activity has occurred, BidScientific reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. BidScientific is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in BidScientific Content, including Your Content, in BidScientific’s possession in connection with your use of BidScientific Content, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of BidScientific, its Users or the public, and all enforcement or other government officials, as BidScientific in its sole discretion believes to be necessary or appropriate.
20.2 Breach. In the event that BidScientific determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for BidScientific Content, BidScientific reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to BidScientific) that you have violated the Terms;
(b) Delete any of Your Content provided by you or your agent(s) to BidScientific Content;
(c) Discontinue your registration(s) with any of BidScientific Content, including any Services or any BidScientific community;
(d) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(e) Pursue any other action which BidScientific deems to be appropriate.
20.3 No Subsequent Registration. If your registration(s) with or ability to access BidScientific Content, or any other BidScientific community is discontinued by BidScientific due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access BidScientific Content or any BidScientific community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those BidScientific Content to which your access has been terminated. In the event that you violate the immediately preceding sentence, BidScientific reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
20.4 International Users. BidScientific Content can be accessed from countries around the world and may contain references to Services, Products and Content that are not available in your country. These references do not imply that BidScientific intends to announce such Services, Products or Content in your country. BidScientific Content are controlled and offered by BidScientific from its facilities in the United States of America. BidScientific makes no representations that BidScientific Content are appropriate or available for use in other locations. Those who access or use BidScientific Content from other jurisdictions do so at their own volition and are responsible for compliance with local law.
21.1 Electronic Communications. The communications between you and BidScientific use electronic means, whether you visit BidScientific Content or send BidScientific e-mails, or whether BidScientific posts notices on BidScientific Content or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from BidScientific in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that BidScientific provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
21.2 Release. You hereby release BidScientific Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of BidScientific Content, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of BidScientific Content. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
21.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without BidScientific’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
21.4 Force Majeure. BidScientific shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. UK: if a Force Majeure event occurs that affects BidScientific’s performance of its obligations under these Terms: (a) BidScientific will contact you as soon as reasonably possible to notify you; and (b) BidScientific’s obligations will be extended and the time for BidScientific’s performance of its obligations will be extended for the duration of the Force Majeure event. You may cancel the Services affected by a Force Majeure event which has continued for more than 5 days. To cancel, please notify BidScientific.
21.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to BidScientific Content, please contact us at: info@BidScientific.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
21.6 Limitations Period. YOU AND BIDSCIENTIFIC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, BIDSCIENTIFIC CONTENT OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
21.7 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with BidScientific and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by BidScientific that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and BidScientific, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to BidScientific should be sent to: email@example.com, Attention: Legal Counsel. After the Notice is received, you and BidScientific may attempt to resolve the claim or dispute informally. If you and BidScientific do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that BidScientific made to you prior to the initiation of arbitration, BidScientific will pay you the greater of the award or $100. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or BidScientific pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and BidScientific, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and BidScientific.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and BidScientific in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND BIDSCIENTIFIC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with BidScientific.
(m) Small Claims Court. Notwithstanding the foregoing, either you or BidScientific may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Austin, Texas, for such purpose.
21.8 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Texas, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
21.9 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English.
21.10 Notice. Where BidScientific requires that you provide an e-mail address, you are responsible for providing BidScientific with your most current e-mail address. In the event that the last e-mail address you provided to BidScientific is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, BidScientific’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to BidScientific at the following address: firstname.lastname@example.org, Attention: Legal Counsel. Such notice shall be deemed given when received by BidScientific by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
21.11 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21.12 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
21.13 Export Control. You may not use, export, import, or transfer BidScientific Content except as authorized by U.S. law, the laws of the jurisdiction in which you obtained BidScientific Content, and any other applicable laws. In particular, but without limitation, BidScientific Content may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using BidScientific Content, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use BidScientific Content for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by BidScientific are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer BidScientific products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
International Provisions. The following provisions shall apply only if you are located in the countries listed below.
22.1 United Kingdom. A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
22.2 Germany. Notwithstanding anything to the contrary in Section 19, BidScientific is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations.
End of Terms