PLEASE AGREE TO THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU REGISTER TO JOIN THE SCI-MATE COMMUNITY OR OTHERWISE USE THE SITE.
The function of this agreement is to create a solid basis on which trust can be developed amongst a community of users. Essentially, all users are asked to respect the intellectual property of other community members, which creates an opportunity to use and cooperatively develop such property by ensuring that benefits are shared with all contributors. A lot of thought and effort has gone into the design and development of systems to support this process. Nevertheless, community members ultimately must take the responsibility to create a secure environment facilitating cooperative research and development.
This Agreement is subject to change at the discretion of site-administrators, which can be affected by posting the amended terms on the site's news and announcements noticeboard. Future changes to this agreement may be displayed in draft format, open for editing and discussion, within the Open Forum within the Feedback-Wiki. Except as stated below, all amended terms shall automatically be effective within the time frame specified in the announcement (generally, 30 days).
Disagreement with any term or condition of site-usage, existent or amended, should be notified by the immediate cessation of service usage. Any further usage of the service shall be assumed as an indication of acceptance and future adherence to the agreement. Existing members may as an exception to this rule use the site to submit a single comment within the Feedback-Wiki.
Any exception to the site's terms and conditions are only valid in writing signed by the user and a senior administrator of Sci-Mate. The Sci-Mate reserves the right to terminate such agreements upon notice.
The Sci-Mate is only available to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to persons under 18 years of age or to temporarily or otherwise suspended Sci-Mate members. Membership is restricted to legally registered organizations and individuals actively employed by such entities, and requires an official, valid and functional postal and email address whose domain name is owned and controlled by this organization.
Organizations must not be engaged in any unethical or potentially harmful activities or research, or any activities which may be interpreted to be so by International standards, such as those followed by the International Council for Science (ICSU). Any organization or employee thereof considered to be in breach of such standards will be denied Membership and is considered in breach of this agreement.
Organizations must register separately to individuals in order for their employees to engage in commercial functions and features of the site. Registration requires the direct approval by a director or CEO of the organization. Once registered, organizations may define permissions that control commercial activities and appoint individuals as responsible Technology Managers members to manage IP related activities of their employees.
Individuals, including organization representatives, must agree to all terms and conditions of service usage, both: personally; and, in the case of organization memberships, on behalf of their organization.
Only researchers employed by eligible Public Research Organizations may apply for Research Scientist membership of the Sci-Mate.
Technology Manager membership requires the approval by a director or senior executive of an organization. Such an organization must itself be registered with the Sci-Mate.
Industry representatives must be employed by a legally registered commercial entity.
Only employees of legally registered and internationally recognized Not-for-Profit Organizations may apply for NFP Representative Membership of the Sci-Mate.
Organizations themselves must register separately before individuals associated therewith may fully engage in all site activities.
An individual member's eligibility is entirely dependent upon the legally registered status of their employer. Hence, usage of the site is conditional of the accuracy of all non-optional information listed in the registration and Sci-Profile of members. Any changes to such circumstances must be updated within Sci-Profile BEFORE engaging in any other site activity.
The Sci-Mate reserves the right to use any and all information available about a member to confirm the validity of membership eligibility, and may contact applicants, employers and third parties and to perform any background check required to determine the accuracy and eligibility of membership applications. No assurance, furthermore, can be given regarding the time required to approve an applications for Sci-Mate membership.
The Sci-Mate reserves the right to reject, suspend and terminate any application without the requirement for cause or justification. By taking such action, the Sci-Mate shall automatically exclude the possibility of re-application. A formal appeal may be submitted in writing, but no obligation is made to respond to such appeals.
Individual members, organizations or IP addresses found to be involved in mis-representing themselves or circumstances relating to their registration may be denied membership or have existing membership suspended or terminated.
If membership is rejected, suspended or terminated, for whatever reason, the user is automatically assumed to be in breach of the terms and conditions of site usage, and must therefore cease all usage (including that of a non-member) of the site until a new agreement is reached.
Sci-Mate memberships/accounts are personally linked to specific individuals or organizations. They may not, therefore, be transferred or sold to other parties.
Fees and Services
Joining and using the Sci-Mate is free. The site relies on donations and sponsorships to support operation and development. Donations and sponsorships can be spedifically applied to an aspect of site development, but may in no way be used to influence the objectivity of information within the Sci-Mate.
Item Listing and Distribution/Procurement
1.1. The Sci-Mate is a Marketplace, Not a Seller or re-Seller
The Sci-Mate itself is not selling or distributing any form of property, but rather providing a venue or service that facilitates exchange between separate legal entities. In facilitating exchange between members, the Sci-Mate becomes in no way responsible for any detail of actual transactions made between members.
The Sci-Mate attempts to provide a fair and open environment where suppliers and requesting parties can responsibly define and agree to transactions that occur ultimately between themselves. Members themselves, not the Sci-Mate, take responsibility for: the quality, safety or legality of the items or content posted by users on the Site; the truth or accuracy of the listings; the ability of sellers to sell items; or the ability of buyers to buy items.
Parties engaged in transactions are wholly responsible for the transactions that they engage in. The Sci-Mate cannot ensure and does not guarantee that a buyer or seller will actually complete a transaction or act lawfully in using our Site.
1.2. Safe Interactions
All proposed interactions on the Sci-Mate must be legal and fair from the perspective of both parties, regardless of location or other relevant circumstance. It is solely the responsibility of parties engaged in an interaction, not the Sci-Mate, to ensure legality and propriety. The Sci-Mate is bound by law to report and provide evidence in cases where actions are alleged by an appropriate authority to contravene such conditions.
The site recognizes the importance of safe interactions amongst members and agrees to provide validation and quality control systems of feedback, ratings, reviews, comments, discussion and reporting. Such features are designed to help responsible users protect and inform themselves about the relative safety of individual proposed interactions. The site, however, cannot ensure the validity or accuracy of information from such systems, which rely almost entirely upon member-supplied information.
Members must accept that it is ultimately the responsibility of responsible community actions to create an environment that is safe for all users. Members, therefore, agree to report the results of: completed interactions; any instances of invalid data, false or misleading information or allegedly illegal, unethical or otherwise improper proposals; misrepresentations of identity or associated information about a member's professional identity; and any irregularity suggesting fraud, improper or unsafe activity on the site. Members further agree to adhere to processes, such as communication and delivery systems, which are designed to validate member identity information and comply with statutory obligations.
Members considering engaging in proposed interactions agree to take full responsibility for their interactions before indicating their intention. While the service attempts to help members make an accurate risk assessment of each interaction, the user accepts any risk (foreseeable or otherwise) and responsibility of outcome.
Because the service providers are not involved in actual interactions between members, in the event that users enter into dispute with one or more other users, all parties release the Sci-Mate (and our officers, directors, agents, affiliates, parents, subsidiaries and employees) from claims, demands and damages (actual, special, direct, indirect and 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. Sci-Mate provides mechanisms for conflict resolution as a courtesy service and will assist members where possible, but will at no time assume responsibility.
1.4. Information Control
The Sci-Mate agrees to send members, organizations, and other interested parties, communications and notices regarding site transactions and account details where such interests are made known. Our communications do not represent any endorsement, guarantee or legitimization of member activities.
Members themselves maintain responsibility for completing all transactions they participate in (including monitoring the status and complying with all relevant legal obligations).
The Sci-Mate does not control, endorse or approve the items, information or content provided by other users which is made available through our system. Members may find other user's information to be offensive, harmful, inaccurate, or deceptive. Ultimately it shall be the community that decides what is appropriate or not, so please discuss such matters in the Feedback-Wiki with other concerned members. Please use caution, common sense, and practice safe trading within the Sci-Mate. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks with international trading and dealing with foreign nationals. Users must personally accept these risks when using the site. Quick reporting of such instances helps create a safer environment for legitimate members.
1.5. Requesting, Accepting and Other Binding Agreements
You are obligated to complete any agreement entered into, including any proposal made (conditional or not) that is subsequently accepted (according to any conditions specified), unless the transaction is prohibited by law. Such agreements may or may not be finalized through process of the Sci-Mate. Users should realize that verbal proposals or acceptances, for instance, may be considered legally binding agreements in most countries.
Once a contract is formed, each party is legally obligated to complete the transaction according to any conditions defined at the precise time of formation. Contractual obligations can include: the terms and conditions of site usage; supplier or requester specified conditions, agreements or licenses; and external laws, statutes, taxes, duties and customs. As per any purchase or interaction, parties are assumed to be fully informed of all such obligations BEFORE entering into contractual arrangements.
Requests are not retractable except in extraordinary circumstances such as when a member changes the item's description after a request is made, a clear typographical error is made, there is a justifiable security concern, or it is not possible to authenticate the supplier's identity. If members choose to request items that have disapproval flags, safety and/or security issues, that member certifies their sole acceptance to manage any potential difficulties such issues represent. All requests assume the member making the request is able to provide any special requirements associated with certain materials and take full responsibility to adhere to any legal requirements, including the professional qualifications to handle any item requested.
1.6. Supply and Distribution
The supplier must provide at least a definition of their service or property, or reference thereto, and further define all relevant conditions and details of exchange. Descriptions and conditions may include text descriptions, graphics, pictures, links and other content relevant to the distribution of that item.
All submissions to the site must be genuine, appropriately categorized and maintained, or they will be removed.
Suppliers at any one time may not promote the same IP in more than five (5) separate online listings on the Sci-Mate.
Suppliers are welcome to support the distribution of IP by providing an unrestricted amount of information in the Wiki-Mate and The-Forum. However, such submissions should not attempt to control information or restrict open debate by other members. Suppliers or agents suspected of such activities may have Editorship privileges or content removed and/or membership suspended.
It is the supplier's shared (but non-diminished) responsibility to ensure that all legal, ethical and other necessary requirements of distribution are met in any country involved in exchange.
1.7. Flagging Approval and Disapproval and the Informed Ownership Program
Yet to be developed- Flagging Approval or Disapproval and the Informed Ownership Program (IOP) aim to ensure that listed items do not infringe upon the copyright, trademark or other rights of third parties. IOP participants and other rights owners can indicate their approval or disapproval and IOP participants may have items withdrawn from the Sci-Mate.
Despite such measures, it remains the responsibility of all parties to ensure a commercially legal transaction has taken place.
Repeatedly flagging items without demonstrating a claim to ownership can result in suspension of membership.
This feature (relating to 1.7) is not developed, and is not intended to be part of Agreement until the feature itself is available.
1.8. Transactions Completed Outside of the Sci-Mate
If an Item listed upon the Sci-Mate is completed outside of the Sci-Mate, members are obliged to repeat the process within the Sci-Mate. This allows the service to create accurate records for all parties and measure service outcomes. The Sci-Mate agrees to accredit bona fide transactions to member's reputation, thereby assisting future product positioning and promoting future interactions.
1.9. Organization Addresses
All domains, addresses and contacts used by members to engage in exchanges involving the Sci-Mate must be legally owned or controlled by the member's organization. Members may not otherwise supply private or alternative contact or delivery details to other members under any circumstances.
Member Contributions are defined as any information a member provides to the Sci-Mate or other users while interacting on the site. Members are solely responsible for the information they contribute to the site. The site acts as a passive conduit for the online distribution and presentation of Member Contributions.
Member Contributions (including but not limited to any items listed) must not:
- be false, inaccurate or misleading;
* be fraudulent or involve the sale of counterfeit or stolen items;
* infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
* violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices/fair trading laws);
* be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
* be obscene or contain child pornography or, if otherwise adult in nature, harmful to persons under the age of 18 years, shall be distributed only to people legally permitted to receive such content;
* contain any content that may be considered to be prohibited or potentially prohibited;
* contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information;
* create liability for other members;
* create liability for the Sci-Mate or cause the loss (in whole or in part) of services through our ISPs or other suppliers; and
* link directly or indirectly to or include descriptions of goods or services that:
o are prohibited under this Agreement;
o are concurrently listed for sale for an equal or lower price on a web site other than the Sci-Mate; or
o do not have a right to link to or include.
Member Contributions must not in any direct or indirect way (such as the collection of fees or automated service functions) result in the service itself being held in violation of any applicable law, statute, ordinance or regulation.
The Sci-Mate reserves the sole right to decide if Member Contributions are appropriate site content, and may remove such content without necessary cause or justification.
2.3. Distribution and Other Usage of Personal Information Within Sci-Mate
2.4. Ownership and Usage of Information Submitted to the Sci-Mate
Access and Interference
Users agree not to use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without prior written permission. Users agree not to use any device, software or routine to bypass systems of protection, such as robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Sci-Mate, or any interaction being conducted through the site.
Users agree not to take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
The Sci-Mate shall provide a range of measures and indicators designed to allow the community to provide itself with quality control, reputation and feedback about members, information and available technology. Members must accept that such mechanisms cannot in all cases be relied upon to accurately represent: themselves, other members, information and technology.
The Sci-Mate can take no responsibility for the accuracy of quality control or feedback left by users, nor does it take responsibility for any subsequent measurement, score or other representation derived at least in part on such submissions. Members agree to accept other member's evaluations and any effect this has on their reputation.
Members agree that information contained in any quality control, reputation and feedback mechanism is not legally libelous, regardless of any effect or potential effect it may have within or outside of the Sci-Mate.
All scores and other functions are limited to consider only information and activities occurring within the Sci-Mate. Members agree, therefore, that all measures and indicators are intended solely within the context of the Sci-Mate. This means values and other forms of information: may not represent the situation in a different situation; may not be presented outside of the service; and can only be influenced by activities occurring within the Sci-Mate.
To maximize the accuracy of Sci-Mate mechanisms of quality control, reputation and feedback, members agree to engage with such mechanisms as required.
The Sci-Mate agrees to revise scoring functions in response to member feedback, although certain mechanisms shall remain confidential as part of their functionality.
Users may not take any actions that may undermine the integrity of any quality control mechanisms or feedback systems. Any attempt to do so will be treated as a serious manipulation of objective site content (as discussed above, Section 1.10).
The Sci-Mate reserves the right to suspend membership based upon repetitive negative feedback; to consider cases of personal or malicious attacks; and remove inappropriate submissions.
Without limiting other remedies available to the Sci-Mate at law, in equity or under this Agreement, members may receive a warning, temporary or permanent suspension of membership in the following circumstances:
* site administrators are unable to verify or authenticate any information you provide to us; or
* site adminsitrators believe that a member's actions may cause legal liability for the site, the member them self, or other members.
Any breach of the Sci-Mate's terms and conditions by members immediately removes any obligation and protection such terms and conditions (including privacy conditions) provide to the member and affiliated memberships. It is possible, for example, that otherwise protected information may be released following a breach to protect and warn other members of the breach.
All members, including organizations, agree to inform the Sci-Mate immediately in the case that they are aware of incorrect delivery details associated with a Sci-Mate member. This may include, but is not restricted to, correspondence to or from a member that is undeliverable due to an incorrect address; correspondence directed to or referring to a Member who is NOT employed by the Organization receiving that information; or a Member listed on the service as being associated with the organization, who is not an employee of that organization.
Without limiting other remedies available to the Sci-Mate at law, in equity or under this Agreement, Sci-Mate may, in its sole discretion, suspend or terminate a member's account if it is suspect (by conviction, settlement, insurance or escrow investigation, or otherwise in our sole discretion) that a member has engaged in fraudulent activity in connection with their activities on the Sci-Mate.
Manipulation and Interference with Service Objectivity
Members and/or their agents may not manipulate any feature or function of the site relating to price, reputation, feedback, quality control, security, discussion/debate, information, or product position. Any activity designed to influence, manipulate or interfere the objectivity of information available on the site will result in suspension of all members associated with and directly or implicitly involved in such actions.
OUR WEB SITE, INCLUDING ITS MEMBER SUPPLIED CONTENT, IS SUPPLIED ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Furthermore we do not guarantee continuous, uninterrupted or secure access to our services, and operation of our Site may be interfered with by numerous factors outside our control.
To the extent that Sci-Mate and all affiliates and related entities of Sci-Mate are able to limit the remedies available under this Agreement, and subject to Clause 12 of this Agreement, Sci-Mate and all affiliates and related entities of Sci-Mate expressly limit their liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at Sci-Mate's sole discretion):
In the case of goods, any one or more of the following:
1. The replacement of the goods or the supply of equivalent goods;
2. The repair of the goods;
3. The payment of the cost of replacing the goods or of acquiring equivalent goods; or
4. The payment of the cost of having the goods repaired; and
In the case of services:
1. The supply of the services again; or
2. The payment of the cost of having the services supplied again.
THE SCI-MATE SHALL NOT BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USAGE OF THE SITE.
MEMBERS AGREE TO ACCEPT SOLE RESPONSIBILITY FOR THE LEGALITY OF THEIR ACTIONS UNDER ALL RELEVANT LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS THAT MAY BE APPLIED. MEMBERS SPECIFICALLY AGREE THAT THE SCI-MATE AND ALL AFFILIATES AND RELATED ENTITIES OF SCI-MATE HAVE NO RESPONSIBILITY FOR THE LEGALITY OF OUR MEMBERS' ACTIONS.
TO THE EXTENT PERMITTED BY LAW, LIABILITY, AND THE LIABILITY OF SUPPLIERS, TO USERS OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, IS LIMITED TO THE GREATER OF:
1. THE AMOUNT OF FEES PAID TO THE SCI-MATE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; OR
Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of Sci-Mate and its affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation.
Members agree to indemnify and hold the Sci-Mate and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable solicitors' fees, made by any third party due to or arising out of any breach of this Agreement or the terms and policies it incorporates by reference, or violation of any law or the rights of a third party.
Members shall comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding the all uses of the service, including requests, listings, purchases, solicitation of offers to purchase, and sale of items. It is a member's responsibility to inform them self and adhere to all laws in countries between where agreements are made. Notwithstanding the successful conclusion of a site interaction, members must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful.
Any member who resides or operates a country with legislation that may contradict or over-rule any of the site's terms and conditions, or user-defined condition (for a specific interaction), must agree to provide notice of such legislation and its effect- BEFORE registration or entering into contractual negotiation. Members failing to inform interested parties of relevant overriding legislation shall agree to willingly relinquish all such alternative legislative rights (to whatever extent possible) and adhere to the terms and conditions under which the agreement was reached in good faith.
Members and Sci-Mate are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as explicitly stated otherwise, all notices to members, which shall be considered legal, shall be sent to the email address supplied by members during registration, according to the conditions defined therein. Alternatively, notices may be served by certified mail, postage prepaid and return receipt requested, to an address 'care of' the organization listed by member's as their employer organization.
Legal notices to the Sci-Mate shall be given by registered ordinary post (or if posted to or from a place outside your region, by registered airmail) to Sci-Mate, Peterstalerstrasse 200, 69118 Heidelberg, Germany.
Any notice shall be deemed given (a) if sent by email, 24 hours after email is sent, unless the sending party is notified that the email address is invalid, (b) if sent by pre-paid post, three Business Days after the date of posting within Europe, and on the tenth Business Day outside Europe, and (c) if sent by facsimile transmission, on the Business Day the transmission is sent. For purposes of this section, "Business Day" means a day on which banks are open for general business in either location, other than a Saturday, Sunday or public holiday.
Any controversy or claim arising out of or in connection with this Agreement may at our discretion be settled by binding arbitration by reference to a commercial disputes centre. Members agree to be bound by the ruling arbitrator. The costs of the dispute shall be borne by the originator of the dispute, but may as part of the ruling be shared or transfered in entirety with other parties within the dispute.
This Agreement shall be governed in all respects by the laws of Baden-Württemberg, Germany, the EU and International courts. All members of this Site submit to the immediate, but non-exclusive jurisdiction of the courts of Heidelberg, Germany.
The provisions of this Agreement are separable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions shall be enforced.
Members agree that this Agreement and all incorporated agreements may be automatically assigned by Sci-Mate, in our sole discretion, to a third party in the event of a merger or acquisition, with notice of such action declared on the site prior to this taking effect.
Failure to act with respect to a breach does not waive the services right to act with respect to subsequent or similar breaches by the same or other members.
Members agree that this Agreement may not be construed adversely against the Sci-Mate solely because of its imposition as a condition of service use.
This Agreement and the terms and conditions incorporated herein set forth the basis of understanding and agreement between users and service providers with respect to the subject matter hereof. All agreements, transactions and interactions undertaken through the service shall adhere to the site's terms and conditions (which include any user defined conditions) at the time of settlement, and are not subject to any termination or expiration of this agreement.
The services of the Sci-Mate are offered by Dr Christopher Dyer, Heidelberg, Germany.