Scilligence ELN4edu Terms of Use

1.1 Account Creation:

In order to use our services, you will need to create an account. You agree to provide accurate and complete information during the registration process. You must have a valid .edu email address to create an account. You are solely responsible for maintaining the confidentiality of your account credentials.

1.2 Access:

We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our SaaS product for your personal or internal business purposes, subject to these Terms. You acknowledge that we may change, discontinue, or deprecate any of the Service Offerings (including access to the SaaS product as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you at your account registration email address in the event of any such changes.

2.1 Ownership:

The SaaS product, including all related intellectual property rights, is and will remain the exclusive property of Scilligence Corporation. These Terms do not grant you any right, title, or interest in or to the SaaS product, except for the limited license provided herein.

2.2 User Content:

As between you and us, you or your licensors own and reserve all right, title, and interest in and to Your Content. We obtain no rights under these Terms from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Service Offerings to you and any End Users. You are solely responsible for such content and the consequences of its transmission or publication. We are not responsible for the content, accuracy, or compliance with relevant laws or regulations of any content captured within your account.

3.1 Restrictions:

You agree not to use the SaaS product for any unlawful or unauthorized purpose. You further agree not to engage in any activity that may interfere with or disrupt the integrity or performance of the SaaS product or its associated infrastructure. You agree not to transfer or make the Service Offerings available to any third party.

3.2 Prohibited Content:

You are solely responsible for the content you submit or share using the SaaS product. You agree not to upload, post, or transmit any content that is infringing, defamatory, obscene, or otherwise objectionable. We reserve the right to remove any content that violates these Terms and/or revoke any user's license that violates these terms.

4.1 Collection and Use:

You consent to the storage of Your Content in, and transfer of Your Content into, Scilligence AWS cloud server. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any third party or (b) move Your Content on Scilligence AWS cloud server; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this section 4.1.

4.2 Permitted Disclosures:

Confidential Information may be disclosed pursuant to law, court order, or FDA related investigations. Upon receipt of a subpoena, court order or FDA investigative request for the disclosure of Confidential Information, the receiving party shall, within five (5) calendar days, notify the disclosing party of the requested disclosure and provide a copy of the writings setting forth the request for the Confidential Information.

4.3 Security:

We implement reasonable and appropriate security measures designed to help you secure your content against accidental or unlawful loss, access, or disclosure. We employ at rest encryption of your data. You understand and accept the inherent risks associated with the transmission and storage of data.

4.4 Maintenance of Data Post Termination:

Upon termination of your access to the Service Offerings, Scilligence will maintain your data for a period of 1 year. You may choose to manually export your data while your license is still active or Scilligence may bulk export your data on a fee-for-service basis.

5.1 Pricing:

The pricing and payment terms for using our SaaS product are specified on our website or as otherwise communicated to you. You agree to pay all fees and charges associated with your use of the SaaS product in a timely manner.

6.1 Termination by You:

You may stop using the SaaS product at any time. Your subscription and access will be terminated at the end of the paid license period.

6.2 Termination by Us:

We reserve the right to suspend or terminate your access to the SaaS product, in whole or in part, for any reason and without prior notice.

7.1

EXCEPT FOR THE WARRANTIES AND OBLIGATIONS SET FORTH IN THIS AGREEMENT, THE SERVICE OFFERINGS ARE PROVIDED "AS IS" AND NEITHER PARTY OR THEIR RESPECTIVE AFFILIATES OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, OR ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW AND EXCEPT FOR THE WARRANTIES AND OBLIGATIONS SET FORTH IN THIS AGREEMENT, EACH PARTY AND ITS RESPECTIVE AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

8.1

EXCEPT FOR CLAIMS SUBJECT TO INDEMNIFICATION OR BREACHES OF SECTION 3, NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.1 Governing Law:

These Terms shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to its conflict of laws principles.

10.1 Entire Agreement:

These Terms constitute the entire agreement between you and the Company regarding the SaaS product and supersede all prior and contemporaneous agreements, understandings, or representations.

10.2 Amendments:

We may update or modify these Terms from time to time. Any changes will be effective upon posting the revised Terms on our website. We will notify you within 48 hours at your account registration email address in the event of any such changes. Your continued use of the SaaS product after the changes constitutes your acceptance of the revised Terms.

10.3 Severability:

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.