Scismic Inc. Terms and Conditions
Effective as of: November 15, 2022
PLEASE READ THESE TERMS AND CONDITIONS ("AGREEMENT" OR "TERMS AND CONDITIONS") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY SCISMIC INC. ("SCISMIC"). THIS AGREEMENT SETS FORTH LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTPS://WWW.SCISMIC.COM AND ALL SERVICES PROVIDED BY SCISMIC ON THE WEBSITE.
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of the Agreement. If you do not agree to all the terms and conditions of the Agreement, then you may not access the Website or use any of the services.
This Agreement applies to all users of the Website, including without limitation users who are vendors, customers, merchants, and/or contributors of content, information and other materials or services on the Website.
If you have any questions, contact us at [email protected].
1. Scismic’s Services
Scismic acts as an integrated online platform designed to present professional opportunities, career development resources, and data on scientific laboratories to individuals looking for professional positions. Scismic allows you to post and apply for jobs and post ratings in order to share information and facilitate professional growth.
Scismic does not prescreen its users or the Content (as defined below) or information provided by users. Scismic does not verify any users, job providers, or job seekers, position, credentials, resume, or other qualifications. Scismic does not verify the veracity of any statements, ratings, or Content of its users. Therefore, Scismic has no control over the quality, safety, morality or legality of any Content on the Website. Scismic cannot guarantee the true identity, age, nationality, professional experience, or background of a user.
You agree that Scismic is a platform only and therefore is not responsible or liable for any Content including, but not limited to, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, ratings, forum posts, and links posted by you, other users, or outside parties on Scismic.
Scismic does not guarantee continuous, uninterrupted access to the Website, and operation of the Website may be interfered with by numerous factors outside Scismic's control. Scismic may also be inaccessible or inoperable due to (i) equipment malfunctions; (ii) periodic maintenance or repairs; (iii) causes beyond Scismic’s control or which are not reasonably foreseeable. Your use of the Scismic Website is at your own risk.
2. Account Registration
- Scismic's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. By accessing the Website, you represent and warrant that you are at least 18 years old. Individuals under the age of 18 must at all times use Scismic's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In such cases, the parent or legal guardian, as applicable is the user and is responsible for any and all activities and transactions that involve the applicable minor on the Website.
- You represent and warrant that all registration information you submit is accurate and truthful. Scismic may, in its sole discretion, refuse to offer access to or use of the Website to any person or entity, for any or no reason, and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Website is revoked in such jurisdictions.
- In addition, you must abide by all Scismic's policies mentioned in this Agreement as well as all other operating rules, policies, and procedures that may be published from time to time on the Website by Scismic (if applicable to your activities on, or use, of the Website), each of which is incorporated herein by reference and each of which may be updated by Scismic from time to time without notice to you. In addition, some services offered through the Website may be subject to additional terms and conditions promulgated by Scismic from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
3. Website Users/Members
- To complete your registration, you will provide your full legal name, email address and create a password. You will also provide us with your resume or CV, current location (country and state), preferred location(s) for your next job, preferred job type, the institution you are affiliated with, your department and position there, your previous jobs and institutions, your current professional sector/industry (i.e., academia, industry, other), skills and fields of expertise, and whether or not you are seeking an industry job. Optionally, as part of your registration, you can provide, demographic information, such as gender, race, ethnicity, disability, and/or veteran status. All Website users who register with Scismic are (“Members”). Members are responsible for maintaining the confidentiality of their passwords and accounts. Members are fully responsible for all activities that occur under their passwords or accounts. Members are further responsible for any and all liability and/or damage resulting from their failure to maintain password confidentiality. It is important for members to protect against unauthorized access to their computers. Be sure to log off when you finish using a shared computer. As a Member, you agree to immediately notify Scismic of any unauthorized use of your password or any breach of security. You also agree that Scismic cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Scismic.
- You must keep your account information up-to-date and accurate at all times, including a valid email address.
- You may not transfer or sell your Scismic account and/or account log in information to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
- Scismic's services are not available to cancelled or temporarily or indefinitely suspended Members. Scismic reserves the right, in Scismic's sole discretion, to cancel unconfirmed, active or inactive accounts. Scismic reserves the right to refuse service to anyone, for any reason, at any time.
- You may find some Content on the Website to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using Scismic, you agree to accept such risks and that Scismic (and Scismic's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Scismic.
- You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and any Scismic service.
- If you are a Scismic Member in search of a job (“Jobseeker Member”), you should always protect your personal information by never providing social security, credit card or bank account numbers to prospective employers on the Website (“Employer Members”).
4. Scismic Membership Subscriptions
- Employer Members can purchase an Employer Subscription by entering into a Statement of Services for such Employer Subscription with Scismic. If you elect to access any paid component of the Website, such as an Employer Subscription, you agree to pay all fees and charges associated with that Employer Subscription on a timely basis (the “Fee(s)”). Unless otherwise stated, all Fees are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, telecommunications, excise, municipal taxes or duties, including VAT and GST, or other local taxes (“Applicable Taxes”). All such Fees will be charged to the payment method you provided when you elected to access that paid component of the Website. You agree to maintain a valid, accurate, and up-to-date payment method during the term of your use of such services.
- In the event that an Employer Member has entered into a Statement of Services with Scismic, which governs the services being provided to the Employer Member by Scismic through the Website, in the event of a conflict between the terms of the Statement of Services and these Terms and Conditions, the terms of such Statement of Services shall control.
- Your ability to access and use your chosen Employer Subscription commences on the date Scismic makes the Employer Subscription available to you following your registration for such Employer Subscription and remittance of the Fee and Applicable Taxes, if any, and continues until the end of the applicable Employer Subscription term. Scismic will automatically renew or commence your Employer Subscription for a new term by charging the associated Fee plus any Applicable Taxes to the payment method you provided unless you cancel your subscription as provided below.
- Unless you affirmatively opt-out of automatic renewal before the end of the then-current Employer Subscription term(as applicable) (which opt-out can be communicated to Scismic via email at [email protected], you hereby authorize Scismic to renew or commence your Employer Subscription automatically at the end of each term. If you opt-out of automatic renewal, your Employer Subscription will expire and your access to such Employer Subscription services will cease at the end of its specified term. In order to continue to access the services after your term has expired, you will need to purchase a new Employer Subscription. Scismic assumes no responsibility or liability if your Employer Subscription fails to renew or otherwise expires because of outdated or incorrect payment information.
- You may cancel your Employer Subscription at any time via email at [email protected]. If you cancel your Employer Subscription during your current subscription term, your access to the Employer Subscription will continue until the end of your then-current term, at which point it will expire. Purchase and/or redemption of your subscription is final and non-refundable; Scismic will not issue you any refund, including partial, pro-rated, or otherwise unless required to do so by law. Employer Members understand and acknowledge that if an Employer Member cancels their subscription or the Employer Member’s account is terminated, all of the Employer Member’s account information from Scismic, including saved resumes, network contacts, and email mailing lists, may be deleted by Scismic, and in any case will no longer be accessible to the Employer Member.
- Scismic reserves the right to modify, offer additional, or cease offering Employer Subscriptions at any time in its sole discretion, including but not limited to changes in Fees, or modifying the features and functionality of the Website and any Employer Subscription. If we cease offering your current subscription level, your access to your subscription will continue until the end of your then-current Employer Subscription term. We will provide you with thirty (30) days prior notice via email before any changes in subscriptions or Fees take effect. Any changes to the subscription or Fees by Scismic will be effective upon your next billing cycle and will not apply retroactively or to the remainder of your current Employer Subscription unless otherwise mutually agreed.
All payments made hereunder shall be made via check or ACH, unless otherwise agreed by you and Scismic.
- If you enter into a transaction with a third party that you discovered through our Website or that contacted you as a result of your participation on our Website and have a dispute over the goods or services you purchased, Scismic has no liability for such goods or services.
5. Job Seeking Functionality
The functionality and features made available by Scismic on the Website for viewing, advertising, and posting jobs, uploading resumes, and viewing and/or applying for positions may be used only by individuals seeking employment and/or career information and by employers seeking employees (Jobseeker Members and Employer Members respectively).
6. Additional Terms Applicable to Employer Members.
Employer Members are solely responsible for their job postings on the Website. Scismic is not considered to be an employer with respect to your use of the Website and Scismic shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs on the Website. Your use of the job seeking functionality on the Website, your Employer Member Subscription, your interactions with any Jobseeker Member, and your exchange of any information via the Website shall be strictly in accordance with all applicable laws, including, but not limited to privacy and data protection laws.
- A Job posting may not contain:
- any hyperlinks, other than those to the Employer Member’s website or relevant Employer information or content;
- misleading, unreadable, or "hidden" keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in Scismic’s reasonable discretion;
- the names of colleges, cities, states, towns or countries that are unrelated to the posting;
- inaccurate, false, or misleading information; and/or
- material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18.
- Employer Members may not use Scismic job posting or the Website to:
- post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property;
- post jobs that include any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job;
- post jobs or other advertisements for competitors of Scismic or post jobs or other content that contains links to any Website competitive with Scismic;
- sell, promote or advertise products or services;
- post any franchise, pyramid scheme, "club membership", distributorship, multi-level marketing opportunity, or sales representative agency arrangement;
- post any business opportunity that requires an up-front or periodic payment or requires recruitment of other members, sub-distributors or sub-agents;
- post any business opportunity that pays commission only unless the posting clearly states that the available job pays commission only and clearly describes the product or service that the job seeker would be selling;
- promote any opportunity that does not represent bona fide employment which is generally indicated by the employer’s use of IRS forms W-2 or 1099;
- advertise sexual services or seek employees for jobs of a sexual nature;
- post any job for participation in medical research as a test subject, request the use of human body parts or the donation of human parts, including, without limitation, reproductive services such as egg donation and surrogacy;
- endorse a particular political party, political agenda, political position or issue;
- promote a particular religion;
- post jobs located in countries subject to economic sanctions of the United States Government; and/or
- except where allowed by applicable law, post jobs which require the applicant to provide information relating to his/her (1) racial or ethnic origin; (2) political beliefs; (3) philosophical or religious beliefs; (4) membership of a trade union; (5) physical or mental health; (6) sexual or gender orientation; (7) the commission of criminal offences or proceedings; or (8) age.
- Scismic reserves the right to remove any job posting or content from the Website, which in Scismic’s discretion, does not comply with this Agreement, or if any content is posted that Scismic believes is not in the best interest of Scismic.
- Employer Member understands and acknowledges that the Employer Member is responsible for all activity, acts or omissions of any person or entity that is able to access the Website under such Employer Member’s account and that Employer Member will limit access to the Employer Member’s account to those individuals specifically authorized to engage in recruitment activities on behalf of the Employer Member. Additionally, you agree that: i) log-in credentials and account information will not be shared with third parties; (ii) you will not sell or sublicense access to your account or the Services; (iii) you will not charge, or receive payment, in cash or in kind, from any individual or entity for use of, or access to, any portion of the Services; (iv) you will ensure that any and all employees, executives, representatives, or any other third parties that may access the Website or the Services through your account comply with this Agreement and any other policies of Scismic; (v) you will promptly notify Scismic of any suspected or alleged violation of this Agreement including any unauthorized use of any password or account information, or any other known or suspected breach of security; and (vi) you will cooperate with Scismic with respect to investigation of any suspected or alleged violation of this Agreement and any action by Scismic to enforce this Agreement.
- Employer Member agrees that the Employer Member may be given, gain, receive, or collect information from Jobseeker Members (“Jobseeker Information”). Employer Member shall not disclose any Jobseeker Information to any third party, unless the Employer Member is an authorized recruitment agency, staffing agency, advertising or other agency or using the Jobseeker Information explicitly for employment purposes and with the Jobseeker’s consent.
- Employer Member’s shall take any and all appropriate physical, technical, and administrative measures to protect Jobseeker Information from loss, misuse, unauthorized access, disclosure, alteration or destruction. Employer Members may not use Jobseeker Information for:
- for any purpose other than as an employer seeking employees, including but not limited to advertising promotions, products, or services to any Jobseeker Members;
- to make unsolicited phone calls or faxes or send unsolicited mail, email, or newsletters to resume holders or to contact any individual unless they have agreed to be contacted (where consent is required or, if express consent is not required, who has not informed you that they do not want to be contacted); or
- to source candidates or to contact job seekers or resume holders in regard to career fairs and business opportunities prohibited by these Terms and Conditions.
- In order to ensure a safe and effective experience for all of our users, Scismic reserves the right to limit the amount of Jobseeker Information that may be accessed by Employer Members. These limits may be amended in Scismic’s sole discretion from time to time.
7. Additional terms applicable to Jobseeker Members
- Through Scismic’s jobseeking functionality on the Website, a Jobseeker Member may view, access, and apply for certain job postings on the Website. Jobseeker Members understand and acknowledge that any such job postings are created and provided by third party Employer Members over whom Scismic exercises no control. Jobseeker Members acknowledge and agree that Scismic has no responsibility and/or liability for any job positing and/or Employer Member. Scismic, further, has no control over any conditions an Employer Member or third party might impose once a Jobseeker Member has submitted an application to the Employer Member or interacts with the Employer Member or any third party outside of the Website. Scismic does not have any obligation to screen any job posting and may exclude or remove any job posting from the Website for any or no reason.
- Scismic cannot confirm the accuracy, validity, or completeness of any job posting or other information submitted by an Employer Member or other user, including the identity of such Employer Member, or any individuals working for such Employer Member, or any other user. Scismic encourages Jobseeker Members to use caution when applying to positions and/or responding to job postings and to independently verify the validity of the job posting before sharing any personal information or taking any action which adversely affects the Jobseeker Member. Jobseeker Members are solely responsible for verifying the accuracy of any Employer Member, job posting, or job offer.
- ]Scismic assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any job posting.
- Scismic assumes no responsibility, and disclaims all liability, for any personal information you provide to any Employer Member or other user or third party through the Website. While these Terms and Conditions require Employer Members to maintain the confidentiality of Jobseeker Information, and compliance with any and all applicable privacy and data security laws, Scismic cannot and does not guarantee that any such Jobseeker information will be kept confidential or properly secured by the Employer Member.
- Scismic does not guarantee that any Employer Member will receive, be notified about, access, read or respond to any such resume or application material, or that there will be no mistakes in the transmission or storage of the data. Furthermore, Scismic does not guarantee that any communication to you from an Employer Member, whether or not through the Website will be received, delivered, or that you will receive a notification regarding such communication.
- You agree that Scismic is not responsible for the content of the Employer Member’s application form, messages, screener questions, testing assessments or their format or method of delivery. Scismic does not choose, have control of, or any liability for, the questions asked by Employer Members or decide the job qualification criteria of Employer Members. If you require alternative methods of screening or application you must approach the Employer Member directly to request such as Scismic is not responsible for the Employer Member application process.
8. Jobseeker Safety
- You are solely responsible for your interactions with Employer Members, users, and third parties whom you contact or who contact you. Please be aware that there are risks, including, but not limited to, the risk of physical harm, that may arise when dealing with strangers, including persons who may be acting under false pretenses. Jobseeker Members should use caution with regard to the information a Jobseeker Member chooses to share. As part of using the jobseeking functionality, only provide personal contact information that you are comfortable disclosing to unverified strangers
- You acknowledge and agree that you are required to notify Scismic through the Scismic Job Seeker platform if you are hired for any position or otherwise engaged for any position by an Employer Member within twelve months of applying for any job posting of such Employer Member through or outside of the Website.
- In addition to carefully reviewing this section and section 7 above, Jobseeker Members should conduct their own due diligence on potential employers and job postings. As disclosed above, Scismic does not authenticate Employer Members, users, or guarantee that a job posting is suitable, legitimate or real. If you are concerned about any particular communication you have received from an Employer Member, or if you are concerned about any particular job posting you find on the Website, or if you find a job posting that is fake or fraudulent, please do the following:
- Contact Scismic immediately at [email protected] and do not respond to the sender of the communication; and concurrently,
- Conduct your own Internet search of the Employer Member, user, or third party that emailed you. (It is common for scammers to use the names of legitimate companies to defraud job seekers. Ensure that you have independently identified the applicable party’s website and/or contact information and contact the applicable human resources department and/or recruiting department of the company that is purporting to contact you about the job, and ask them to verify that the person who contacted you is actually connected with the company)
- U.S. Jobseeker Members should check whether any complaints were made to organizations such as the Better Business Bureau or the Federal Trade Commission ("FTC"). The FTC provides recommendations on its website regarding job scams, including, but not limited to: https://www.consumer.ftc.gov/articles/0243-job-scams.
- Jobseeker Members in the United Kingdom should conduct similar Internet searches and can also check websites such as www.safer-jobs.com. You should also report Scams to Safer Jobs at: https://www.safer-jobs.com/contact.cfm?type=fraud.
- If you discover that an email received is connected to a fake or fraudulent job posting, you should send that email to the email provider that hosts the scammer’s email address and request that the account be closed. Some of the more common fraud departments are:
- If you have already disclosed your bank details or received funds into your account you should contact your bank immediately to stop any transactions and ask their advice regarding next steps. You should also file a police report. UK jobseekers can also receive advice for preventing banking fraud at www.banksafeonline.org.uk and/or can call Action Fraud on 03001232040 or visit http://www.actionfraud.police.uk.
- US job seekers should file a complaint with the FTC at https://www.ftccomplaintassistant.gov/#crnt&panel1-1, their State Attorney General and their local Consumer Protection Agency. You can find more information by reviewing the video at: https://www.consumer.ftc.gov/media/video-0052-job-scams and https://www.consumer.ftc.gov/topics/jobs-making-money.
- The following is a list of potential ways to identify whether a job posting is fraudulent (please note, this list is not exhaustive).
- You are offered a job soon after submitting your resume/CV, without having to go through an interview or other usual hiring process
- If an ‘employer’ claims that they found your resume/CV on a website and offers you the job immediately.
- If the ‘employer’ sends you a check (to cover your initial salary or buy equipment for example) and asks you to deposit the check in your bank account and send them a check for some smaller amount. In addition to contacting Scismic, you should take the check and any records of the communication to your local Police Department and file a police report.
- If the ‘employer’ requires you to spend money on training or materials.
- If the ‘employer’ asks you for personal details and/or financial details, such as bank details, social security number, birth date, passport number or copy of your passport, etc. outside of completing the relevant tax documentation required after having received and accepted an offer of employment.
- If the email or other communication from the ‘employer’, contains misspellings, grammatical errors, is badly written or disjointed, and/or contains exclamation marks and words or sentences in capital letters, and/or requires you to accept the job offer immediately.
On the Website, Members may post reviews and/or read reviews, concerning scientific laboratories and other resources related to the biomedical industry (“Review(s)”).
You are solely responsible for all Reviews that you upload, post, email or otherwise transmit via the Website.
10. Liability Disclaimer for Reviews
- Scismic is not liable for any statements, representations, descriptions, comments, or opinions provided by Members in Reviews posted on the Website. Reviews are displayed for informational purposes only. Scismic cannot guarantee the accuracy, integrity, or quality of Reviews. Under no circumstances will Scismic be liable in any way for any Review, including, but not limited to, any errors or omissions in any Review, or any loss or damage of any kind incurred as a result of posting a Review, or the use of any content posted in a Review.
- You alone are responsible for your Review, and once published, it cannot always be withdrawn. You assume all risks associated with your Review, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in your Review that makes you personally identifiable. You may not imply that your Review is in any way sponsored or endorsed by Scismic.
- You may expose yourself to liability if, for example, your Review contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
- You represent and warrant that (i) the Reviews you submit are either original to you, or all third party rights have been fully cleared for use as contemplated by this Agreement; (ii) such Reviews do and will not, in any way, violate or breach any of the terms of this Agreement, and (iii) Scismic shall not in any circumstance be required to pay or incur any sums to any person or entity as a result of its use or exploitation of the Reviews.
- Once Reviews are submitted to the Website, Scismic may take any or no action with respect to such Reviews, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post such Reviews with no notice and at Scismic's sole discretion. Scismic reserves the right to screen, edit, modify, remove or disable access to any content that violates these provisions or that Scismic deems objectionable. Scismic reserves the right to screen Reviews for standard errors, profanity, indecency, mistakes, relevancy, and potential violation of third-party personal or proprietary rights (such as infringement of intellectual property rights, defamation, etc.). Without limitation of the foregoing, Scismic reserves the right to report any activity or persons (including the disclosure of appropriate user information) to appropriate law enforcement officials, regulators, or other appropriate third parties that Scismic suspects has violated any law or regulation. Scismic also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct.
- You agree that with respect to any Review, you will not:
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a lab, institution, person or entity;
- upload, post or otherwise transmit any Review that:
- is not relevant to the product, service, person or entity being reviewed or rated.
- is based on a second-hand experience.
- you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, copyrighted material, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- contains any false or defamatory statements.
- contains private or personally identifying information of any individual, that isn’t publicly available via such individual’s employer or professional institution.
- is a demand for a payment or refund to remedy a bad experience, or otherwise using your Review as a way to extract payment from a third-party.
- is a conflict of interest (For example: you shouldn’t write reviews of your own business or employer, your friends’ or relatives’ business, your peers or competitors in your industry, or businesses in your networking group. You may not request that your employees, or contractors submit a review.)
11. Prohibited, Questionable, and Infringing Content and Activities
- You are solely responsible for your conduct and activities on and regarding Scismic and any and all data, text, information, reviews, posts, usernames, graphics, images, photographs, profiles, audio, video, and links (together, "Content") that you submit, post, and display on Scismic.
- You hereby represent and warrant that you will not and your Content and your use of Scismic shall not:
- upload, download, post, email or otherwise transmit any Content in a fraudulent manner/for the purposes of committing a fraud.
- upload, download, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, trade libelous, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
- upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or designs that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances.
- upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.
- use the Service to harm minors in any way, including, but not limited to, uploading Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, or upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children.
- upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation.
- upload, download, post, email or otherwise transmit any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
- upload, download, post, email or otherwise transmit false, inaccurate, or misleading information.
- disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers, third party sites, vendor’s or customer’s sites, or networks connected to or accessible through the Website or affiliated or linked websites.
- access, tamper with or use non-public areas of the Website. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution.
- disrupt or interfere with any other user's enjoyment of the Website or affiliated or linked websites.
- frame the Website within another Website or webpage or link to the Website except as permitted in writing by Scismic or Host images not part of a listing.
- incorporate images or names that would violate a person's right of privacy or publicity; or incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness without their express written consent.
- use a manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Website.
- copy, modify or distribute rights or Content from the Website, service or tools, or Scismic’s copyrights and trademarks.
- harvest or otherwise collect information about users, including email addresses, without their consent.
- violate this Agreement, any Website policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
- make, post, or write a fake or defamatory review or rating, trading reviews with others, or compensating someone or being compensated to write, change, or remove a review or rating.
- take any action that may undermine Reviews or feedback.
- appear to create liability for Scismic or cause Scismic to lose (in whole or in part) the services of Scismic's ISPs or other suppliers.
- promote a business or other commercial venture or event, or otherwise use the Website for commercial purposes.
- You acknowledge that Scismic does not pre-screen submitted Content, but that Scismic and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Website. Scismic does not endorse any Content submitted to the Website by any user or other licensor, or any opinion, claim, recommendation, or advice expressed therein, and Scismic expressly disclaims any and all liability in connection with any Content. Without limiting the foregoing, Scismic and its designees shall have the right to remove, without prior notice, any Content that violates the Agreement or is otherwise objectionable to Scismic. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
- You acknowledge and agree that you alone are responsible for the creation and compilation of your Content.
- You agree that you are responsible for actions and communications undertaken under your account. Scismic takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Scismic and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Website. You agree to indemnify Scismic and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
- You agree that you will use this Website in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.
12. Rights to and Use of Content
- By posting Content on Scismic, it is possible for an outside website or a third party to re-post that Content. You agree to hold Scismic harmless for any dispute concerning this use. If you choose to display your own Scismic-hosted image on another website, the image must provide a link back to its listing page on Scismic.
- Scismic considers any solicited or unsolicited suggestions, ideas, proposals, content of any notes, messages, e-mails, postings, letters, concepts or other material submitted to it by users via the Website or otherwise (other than the account information, personal information, and Content) (collectively, the "Material") to be non-confidential and non-proprietary, and Scismic shall not be liable for the disclosure or use of such Material. If, at Scismic's request, any user sends Material to improve the Website (for example through the Forums or to customer support), Scismic will also consider that Material to be non-confidential and non-proprietary and Scismic will not be liable for use or disclosure of the Material. Any communication by you to Scismic is subject to this Agreement. The intellectual property rights in or relating to the Material will automatically be deemed to be assigned, granted and transferred by you to Scismic upon their submission or communication to Scismic, and you do assign all rights therein to Scismic and agree that the same will automatically become the property of Scismic and that Scismic may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose, commercial or otherwise, Scismic may elect, forever, without compensation or accounting to you and without further recourse by you.
- YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT WHICH YOU SUBMIT AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT. YOU HEREBY REPRESENT AND WARRANT TO US THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTES YOUR LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS; AND THAT THE EXECUTION, DELIVERY AND PERFORMANCE BY YOU OF THIS AGREEMENT ARE WITHIN YOUR LEGAL CAPACITY AND POWER; HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON YOUR PART; REQUIRE THE APPROVAL OR CONSENT OF NO OTHER PERSONS; AND NEITHER VIOLATE NOR CONSTITUTE A DEFAULT UNDER THE (I) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE TO WHICH YOU ARE SUBJECT OR WHICH IS BINDING UPON YOU, OR (II) THE TERMS OF ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT APPLICABLE TO YOU OR BINDING UPON YOU.
13. Third Party Sites
14. Resolution of Disputes and Release
- In the event a dispute arises between you and Scismic, please contact Scismic. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Suffolk County, Massachusetts, using the English language in accordance with the Arbitration Rules and Procedures of American Arbitration Association ("AAA") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the Arbitration Rules and Procedures of AAA. The arbitrator’s award shall be final and binding. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the District of Massachusetts, Suffolk County. Use of the Website is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Scismic agree that any cause of action arising out of or related to the Website (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
- You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Massachusetts, Suffolk County. You further agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration you and Scismic waive any right to a jury trial.
- In the event a dispute arises between you and another user or a third party, Scismic encourages you to contact the user or third party to resolve the dispute amicably. If you have a dispute with one or more users or vendors you release Scismic (and Scismic’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
- You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
- You release Scismic (and Scismic's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual 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 disputes with one or more users, or an outside party.
15. Scismic's Intellectual Property
- Scismic, and other Scismic graphics, logos, designs, page headers, button icons, scripts, and service names are copyrights, registered trademarks, trademarks or trade dress of Scismic Inc. in the U.S. and/or other countries. Scismic's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion to consumers or in any manner that disparages or discredits Scismic. All other trademarks not owned by Scismic that appear on this Website are the property of their respective owners.
- You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Website, by Scismic, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any Content received through the Website without the authorization of Scismic or the Content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute Content available through the Website, in violation of applicable copyright and other intellectual property laws.
- You acknowledge and agree that the Website and any software provided to you or used in connection with the Website, including, for example and without limitation, any Scismic API or other scripts ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Other than as expressly provided under these terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Website, without Scismic’s express written consent.
17. Access and Interference
Scismic may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Scismic is updated on a real-time basis and is proprietary or is licensed to Scismic by Scismic's users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access Scismic for any purpose whatsoever, except to the extent expressly permitted by and in compliance with Scismic's API Terms and Conditions or otherwise without Scismic's prior express written permission. Additionally, you agree that you will not:
- Take any action that imposes, or may impose, in Scismic's sole discretion, an unreasonable or disproportionately large load on Scismic's infrastructure
- Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses as set out in this Agreement or otherwise without the prior express written permission of Scismic and the appropriate third party, as applicable
- Interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website
- Bypass Scismic's robot exclusion headers or other measures Scismic may use to prevent or restrict access to Scismic.
Without limiting any other remedies or abilities, Scismic may, without notice, and without refunding any fees, delay or immediately remove Content, warn Scismic's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Website, and take technical and legal steps to keep a user off the Website and refuse to provide services to a user if any of the following apply:
- Scismic reserves the right to suspend and/or terminate a person's account or any accounts held by that person by virtue of association, including all usernames under which that person operates on Scismic.
- Scismic’s failure to act with respect to a breach by you or others does not waive Scismic’s right to act with respect to subsequent or similar breaches.
19. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF SCISMIC TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
- THE WEBSITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE SCISMIC MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK. THE SCISMIC MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITE, ITS SAFETY OR SECURITY, OR THE WEBSITE CONTENT. ACCORDINGLY, SCISMIC IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE WEBSITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE WEBSITE.
- SCISMIC MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE WEBSITE OR THE WEBSITE'S USERS. ACCORDINGLY, SCISMIC IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE LABS LISTED OR FEATURED ON THE WEBSITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK.
- SCISMIC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE WEBSITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE SCISMIC SHALL CREATE A REPRESENTATION OR WARRANTY.
- YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE.
- SCISMIC’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE WEBSITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE SCISMIC IN CONNECTION WITH THE WEBSITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
- SCISMIC DISCLAIMS LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
YOU AGREE TO INDEMNIFY AND HOLD SCISMIC AND (AS APPLICABLE) SCISMIC'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE WEBSITE, SUBMITTED CONTENT, BREACH OF THIS AGREEMENT, OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
21. DMCA and Intellectual Property Rights Policy
As Scismic asks that others respect its intellectual property rights, Scismic respects the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyright or trademark, you are encouraged to notify Scismic in accordance with Scismic’s Digital Millennium Copyright Act (“DMCA”) Policy (see below). Scismic will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material that are contained on the Website. Scismic may terminate a user’s access to and use of the Website at Scismic’s sole discretion if Scismic determines that the user is or may be infringing on the copyrights or other intellectual property rights of Scismic or others.
DMCA/IP Notification Policy: To notify Scismic of infringing or unlawful Content, please provide Scismic with the following information:
- Your name, address, telephone number and e-mail address;
- A description of the exact location on the Website of the infringing or unlawful content;
- A description of the claimed infringing or unlawful content, specifying which parts you believe infringe or are unlawful and which parts you believe should be removed;
- In the event that you believe that the content infringes your rights, please include a detailed statement specifying your asserted rights and why the content infringes them;
- In the event that you believe that the content is unlawful, please include a detailed statement specifying why you believe that the content breaches a particular law; and
- A sworn and signed statement that the information provided is accurate and that you are directly or indirectly damaged by the content.
Scismic takes such notices very seriously. Scismic will evaluate the provided notice and if appropriate, based on Scismic’s sole discretion, remove the content or disable access to the content. Based on Scismic’s judgment, Scismic may notify the source of the content of your complaint and Scismic’s actions in response to your complaint. Scismic reserves the right in Scismic’s sole discretion to restore such content if the source of such content provides evidence that the content should not have been removed. Scismic encourages you to seek the advice of an independent attorney before filing an intellectual property notice or responding to a notice filed by another user.
Scismic may be notified of claims of intellectual property infringement by mailing or emailing the above requested information to:
PO Box 391763
Cambridge, MA 02139
Attn: Elizabeth Wu, COO
Email: [email protected]
Infringement and Third-Party Content
Because the Website allows content to be posted from third parties and third-party websites, there is a chance that the ability to remove any allegedly infringing content will be out of Scismic’s control. While Scismic will make a good faith effort to remove the allegedly infringing content, once content is posted from Scismic to any third-party website, Scismic will have no control or ability to remove such content. If you believe your copyright has been infringed by a Scismic user posting content from a third-party website or to a third-party website, we strongly suggest you contact the third party or third-party Website directly and request the allegedly infringing material be taken down.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
24. Right to Modify/Terminate Scismic Services
Scismic reserves the right to modify or terminate the Scismic services for any reason, without notice, at any time. Scismic reserves the right to alter these Terms and Conditions or other Website policies at any time, so please review the policies frequently. If Scismic makes a material change Scismic will notify you here, by email, by means of a notice on our home page, or other places Scismic deems appropriate. What constitutes a "material change" will be determined at Scismic's sole discretion, in good faith, and using common sense and reasonable judgment.
25. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Delaware and the United States of America excluding its conflicts of laws rules,
Sections 1 (Scismic’s Services), 4 (Scismic Membership Subscriptions), 9 (Reviews), 10 (Liability Disclaimer for Reviews), 11 (Prohibited, Questionable, and Infringing Content Activities), 12 (Rights to and Use of Content), 13 (Third Party Sites), 14 (Resolution of Disputes and Release), 15 (Scismic's Intellectual Property), 16 (Promotions), 18 (Breach), 19 (Disclaimers and Limitations of Liabilities), 20 (Indemnity), 21 (DMCA and Intellectual Property Rights Policy), 22 (Severability), 25 (Choice of Law), 26 (Survival), 27 (Assignment), 28 (General), and 29 (Notices) shall survive any termination or expiration of this Agreement.
Scismic may assign its rights and responsibilities hereunder without notice to you.
These terms and conditions will inure to the benefit of Scismic’s successors, assigns and licensees. Any heading, caption, or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. The failure of Scismic to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such rights or provisions.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Scismic; Attn: Legal Department; PO Box 391763, Cambridge, MA 02139 (in the case of Scismic) or, in your case, to the email address you provide to Scismic (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Scismic may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Scismic. In such case, notice shall be deemed given three days after the date of mailing.