Asset Exchange Terms of Service

Last Modified: 30 July 2021

OPEN THERAPEUTICS ASSET EXCHANGE TERMS OF USE

These Terms of Use for the Asset Exchange (the “AE Terms”) apply to your use of the webpages and online services of Open Therapeutics, LLC (“we”, “us” “our” or “Open Therapeutics”) relating to Open Therapeutics Asset Exchange site located at https://therapoid.net/en/exchange/ (this site, with any related pages, subpages subdomains and successor sites, the “AE Site”). Please read these Terms carefully. Let us know if you have questions.

Please read these AE Terms (collectively with Open Therapeutics LLC’s Privacy Policy, Terms of Service, Digital Millennium Copyright Act Policy and Open Therapeutics User and Leader Handbook, the “AE Terms of Service”) fully and carefully before using the AE Site and any related services, features, content platform or applications offered by Open Therapeutics (the AE Site and such related services, features, content, platform or applications, the “AE Services). The AE Terms of Service set forth the legally binding terms and conditions for your use of the AE Services, whether you are a Provider, a Recipient a User (defined below), or merely a visitor who is browsing the AE Site or AE Services or Assets (defined below). In the event of any conflict or inconsistency between the AE Terms and these other policies and terms with respect to the subject matter of these AE Terms, the AE Terms will control.

By using, including but not limited to visiting or browsing, the AE Site or the AE Services, you agree to the AE Terms of Service and all other operating rules, policies and procedures that we may publish from time to time, each of which is incorporated by reference and each of which we may update from time to time without notice to you. Be advised that your continued use of the AE Site and the AE Services constitutes your agreement to the AE Terms of Service and any updates. If you are using the AE Services on behalf of an organization, you agree to the AE Terms on behalf of that organization.

Please note that other websites, services, features, content, platform or applications affiliated with or offered by Open Therapeutics may be governed by separate policies. When visiting any other Open Therapeutics website or webpage, or utilizing any other such websites, services, features, content, platform or applications of Open Therapeutics (including without limitation, Open Therapeutics’ LLC Therapoid™ platform; the “Platform”) and other services, features, content or applications offered by Open Therapeutics LLC, please refer to any respective applicable terms of service, privacy policy, or other policy (the Platform and any and all such websites, services, features, content, platform or applications of Open Therapeutics, including without limitation, the AE Services, the “OT Services”).

  1.  DEFINITIONS
    1. “User” means any visitor to the AE Site, who possesses an Account as defined in section 2 of the Terms of Service.
    2.  “Exchange” means the space where Listings (defined below) are published on the AE Site in order to be seen by any visitor.
    3. “Provider” means any User listing a scientific or laboratory asset on the Exchange.
    4. “Recipient” means any User that agrees to receive a scientific or laboratory asset or consumable listed on the Exchange (“Asset”).
  2. CONDUCT & GENERAL OBLIGATIONS
    1. By using the AE Services, including but not limited to visiting or browsing the AE Services:
      1. you must be over the age of 18;
      2. you agree to be solely responsible for the use of your Account and hence to be liable for any consequence resulting from the use of your account by a third party;
      3. you represent that the information provided when you open an Account, place a Listing on the Exchange or communicate with other Users is accurate, not misleading, up-to-date and unambiguous; you represent that all information posted on the AE Site is full and accurate reflection of your User profile and any item(s) listed. Open Therapeutics reserves the right to correct typographical errors and/or request an edit or clarification of your User profile, any Listing, or any other provided information.
    2. Solicitation. You may not use the AE Services, the Exchange, or any information found on the AE Site to sell any product or service or solicit other Users.
    3. Restrictions on Listings of Available Assets on the Exchange (these listings, collectively, with listings pertaining to Assets sought, the “Listings”): All Listings of Assets, unless clearly marked in the title and description, must be available free of charge if approved. All Listings must include any and all terms and conditions listed in the description at the time of initial offer or request confirmation. Any Listings that contain terms or conditions that Open Therapeutics feels are unreasonable or not in the spirit of the Open Therapeutics community may be removed. No items related to hateful or violent speech or items that encourage hateful or violent actions may be listed. No illegal products or services (e.g., prostitution, drugs) may be listed.
    4. Open Therapeutics reserves and retains the right to remove any User Content (as defined in Section 5 of the Terms of Service) on simple request or on third party request, without having to provide any justification.
    5. Security: It is your responsibility to secure your Account from unauthorized access. Open Therapeutics and Users of the AE Services may act upon information and instructions provided to Open Therapeutics from the e-mail address associated with your Account, and any other Accounts linked to the same e-mail address.
    6. You assume all knowledge of applicable law and are responsible for your own compliance with any such laws. You may not use the AE Site in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation. Access or use of the AE Site from territories where the contents are illegal is prohibited.
    7. We may terminate your access to all or any part of the AE Services at any time, as specified in Section 12 of the Terms of Service.
  3. PURPOSE AND GOALS OF THE ASSET EXCHANGE; OUR ROLE
    1. The Exchange is intended to enable Users to find and share freely available lab equipment and consumables for scientific and research purposes.
    2. We are not involved in any transaction between Asset Providers and Recipients. Rather, the Exchange facilitates Listings of Assets for transfer from Providers to potential Recipients. Any disputes that would arise following any transaction between Users shall be dealt with between the parties involved and will under no circumstances imply the participation or responsibility of Open Therapeutics. Open Therapeutics’ role is limited to providing hosting services and facilitating Listings, and therefore Open Therapeutics is not responsible or liable for any content added, created, uploaded, submitted, distributed, or posted by Users or third parties on the AE Site. Open Therapeutics has no control over such content and therefore provides no guarantees regarding the quality, safety, accuracy, morality or legality thereof.
    3. Open Therapeutics has no control over (i) the accuracy of the information provided by Users, be it with regard to the personal or professional data linked to their account, the content of their Listing(s), or when or how they interact with other Users; (ii) the lawfulness of Listed goods; or (iii) the capacity of Providers and Recipients to execute their obligations related to Asset transfer.
    4. Open Therapeutics disclaims all responsibility and liability relating to or arising out of any complaint, any dispute between Users, or any present or future, presumed or not, ascertained or not, personal injury and material damage directly or indirectly resulting from the use of the AE Services. By using the AE Services, you agree that Open Therapeutics is not responsible or liable for any content, for example, text, information, data, communications, usernames, graphics, images, photographs, profiles, audio, video, items, links and any other material posted by you, other Users, or outside parties on the AE Site. Therefore, ultimately, you use the AE Services at your own risk.
  4. ASSET SHARING
    1. Publishing and Management of Listings
      1. Any visitor to the AE Site can see the Listing placed on the Exchange, but only Users can contact Providers, and become Recipients or Providers themselves. Once your Listing is created using the functionality of the Exchange and AE Site, the Listing will be automatically published on the Exchange. When published on the Exchange, your listing will be visible to any visitor.
      2. Once your Listing is published on the Exchange, its information can be updated, unpublished or deleted at any time.
      3. We may, without notice, delete a Listing published on the Exchange in the following cases: (i) the text of the Listing violates one or more of the AE Terms of Service; (ii) any picture(s) in the Listing violate(s) one or more of the AE Terms of Service or do(es) not properly represent the Asset; (iii) the Asset that is the subject of the Listing cannot reasonably be considered useful for scientific research activities or the communication of the results from such activities; (iv) the Listing contains one or several errors notably in relation to its location; (v) the Listing violates any law, such as, for example, because it is linked to an asset that cannot be transferred (such as biological samples from protected species).
      4. Content Posted By Parties Other Than Open Therapeutics. Opinions, advice, statements, offers, or other information or content made available through the AE Services, but not directly by Open Therapeutics, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Open Therapeutics does not guarantee the accuracy, completeness, or usefulness of any information on the AE Site and neither adopts nor endorses nor is responsible for the accuracy or reliability of any statement made by parties other than Open therapeutics. Under no circumstances will Open Therapeutics be responsible for any loss or damage resulting from anyone's reliance on information or other content posted on the AE Site by others or transmitted to Users.
      5. It is possible that other Users or visitors (including unauthorized users, or "hackers") may post or transmit fake or offensive materials on the AE Site and that you may be involuntarily exposed to such fake or offensive materials. While Open Therapeutics takes precautions to avoid unauthorized users from accessing our site, we offer no guarantee that this will not occur.
    2. Provider Responsibility
      1. The Provider assumes sole responsibility regarding the content of its Listing(s).
      2. The Provider must only place Listings linked to available, legal and fully operational Assets on the Exchange. That is: (i) listed Assets should be in working order, properly calibrated and not in use by either the Provider or a third party at the time of transfer to a Recipient; (ii) any chemicals should be active and not degraded; (iii) listed biological material should have been legally obtained (i.e. in agreement with all required national and international capture laws and/or ethical guidelines); (iv) the Provider has all rights and permissions necessary to make available and transfer Assets listed by the Provider via the Exchange; (v) after having accepted a transfer request, the Provider will proceed to transfer the Asset(s) as arranged with the Recipient. Open Therapeutics will not be held liable for damages resulting from the fact that a Provider fails to abide by any of these Terms or any other AE Terms of Service.
      3. Ability to fulfill: as a Provider, you must be able to fulfill or prove the ability to fulfill the full terms of your Listing(s) for quantities offered or listed as available through the Exchange.
      4. Open Therapeutics provides no insurance for Assets or transfers to Recipients and disclaims all liability and risk of loss for transfers to Recipients.
      5. Open Therapeutics has no lability or responsibility for payment or non-payment of any taxes or duties related to transfers of Assets to Recipients.
      6. In case a Provider encounters a problem with another Recipient, we invite the Provider to contact us by email at legal@OpenTherapeutics.net.
    3. Recipient Responsibility
      1. Once a Provider has accepted a transfer request, the Recipient must arrange for transfer from the Provider according to terms and conditions specified in the Listing or otherwise agreed by the Recipient and Provider. That is, unless otherwise agreed between the Provider and the Recipient, the Recipient will be responsible to make arrangements and pay costs for shipping, power conversion and any other expenses related to pick up and transfer of the Asset to a location of the Recipient’s choice. Grant funding for shipping, maintenance and power conversion of Assets may be available for such purposes, and applied for, through Open Therapeutics Grant Site [insert URL].
      2. Use of Assets: With respect to Assets received through the Exchange, terms and conditions or special instructions, if any, required by a Provider in relation to the Asset(s) must be complied with if the Asset(s) is/are accepted. Assets received through the Exchange CANNOT be: given to other persons or organizations or sold in person, on web sites, in retail stores, or any other manner. Assets cannot be conveyed or transferred to other persons or organizations in any manner except through the Exchange.
      3. You agree to post an Asset’s availability back to the Exchange once you are no longer using it, and to maintain possession of it from the time you receive it until you transfer it to another Recipient through the Exchange.
      4. The Recipient is responsible to use received Assets with care and in an appropriate manner. When finished using an Asset, the Recipient shall make the Asset available through the Exchange in the same condition as received, except normal and reasonable wear and tear.
      5. A Recipient may use Assets only for their intended purposes and lawful activities. Open Therapeutics will not be held liable for any use of the Asset by a Recipient, including but not limited to illegal or inappropriate uses.
      6. In case a Recipient encounters a problem with a Provider, we invite the Recipient to contact us by email at legal@OpenTherapeutics.net.
    4. Open Therapeutics’ LIMITATION OF LIABILITY
      1. Open Therapeutics cannot guarantee and is not liable for the complete accuracy, completeness, integrity or suitability of the Information on the AE Site. This applies to any Information that has been made available on the AE Site by Open Therapeutics as well as to the Information from Users or other parties. 'Information' shall mean everything that can be found on the AE Site, including but not limited to text, images, sound, and data.
      2. Open Therapeutics is not responsible or liable for any decision or action that would be taken by a visitor on the basis of Information provided or available on the AE Site, nor is Open Therapeutics responsible for any errors or mistakes of a visitor based on the Information.
      3. Open Therapeutics is not responsible or liable for direct or indirect damages or any damages that could be caused by inaccuracy, incompleteness, inadequacy, or neglect in providing, composing, drawing, writing and interpreting the information on the AE Site.
      4. You acknowledge and accept that Open Therapeutics does not guarantee continuous, uninterrupted or secure access to the AE Site and operation of the AE Site may be interfered with or adversely affected by numerous factors or circumstances outside of our control. Open Therapeutics therefore accepts no responsibility whatsoever for unavailability of the AE Site, or any difficulty or inability to download or access content or any other communication system failure which may result in the AE Site being unavailable. Open Therapeutics has no responsibility for any support or maintenance for the AE Site. Open Therapeutics is not responsible or liable for any permanent or temporary damage or defaults of the computer equipment or data of a visitor during or after the use of the AE Site. In particular, Open Therapeutics cannot be held liable for the possible transmission of viruses, Trojan horses and such via the AE Site.
      5. The AE Services may permit you to link to other websites, services or resources on the Internet, and websites, services or resources may contain links to the AE Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
      6.  All Users will indemnify, defend and hold Open Therapeutics harmless from any claim regarding a potential or alleged infringement or violation of a third party’s intellectual property due to making content available on or in connection with the AE Site. 4.4.7. Regardless of the provisions in this article 4, and should Open Therapeutics be held liable for any kind of damage by a competent authority, Open Therapeutics’ liability will be limited to the amount paid, if any, by you to Open Therapeutics for AE Services during the term of your use of AE Services.
      7. Open Therapeutics reserves the right to modify or discontinue the AE Services with or without notice to you. In no event shall Open Therapeutics be liable to you or any third party for any damages arising out of the use or inability to use the materials on the AE Site.
    5. Disclaimer of Warranty
      1. The AE Services and all materials on the AE Site are provided "as is" and “as available.” Open Therapeutics makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
  5. INDEMNIFICATION
    1. You agree to indemnify and hold Open Therapeutics, its parents, subsidiaries, affiliates, officers, and employees harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your use of the AE Services, the violation of this Agreement, or infringement by you, or other user of the AE Services using your computer, of any intellectual property or any other right of any person or entity.
  6. INTELLECTUAL PROPERTY
    1. All content included or available on the AE site, including but not limited to site design, text, graphics, interfaces, icons, buttons, pictures, illustrations, names, logos, brands, graphics, data, text content, interfaces, HTML code, and the selection and arrangement thereof, is the property of Open Therapeutics and/or its Users, and may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as required to use the AE Services as permitted under the AE Terms of Service, you agree not to, in all or in part, copy, send, distribute, diffuse, sell, publish emit, circulate, arrange or modify any content described in the preceding sentence. Any commercial use of the AE Site content is strictly forbidden. Open Therapeutics will not be held liable for any failure of this condition.
    2. Without Open Therapeutics’ advance written permission, Open Therapeutics trademarks may not be used in connection with any product or service that is not provided by Open Therapeutics.
    3. All other trademarks displayed on the AE Site are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those companies. In addition, such use of trademarks or links to the web sites of companies is not intended to imply, directly or indirectly, that those companies endorse or have any affiliation with Open Therapeutics.
    4. A goal of the AE Site is to facilitate the conduct of research and scientific activities, as well as communications regarding these activities and results thereof. As such, you may link to any information on the AE Site and its internal pages that does not require a login, on the condition that such links will not portray Open Therapeutics or its services in a false, misleading, derogatory or otherwise defamatory manner. However, you may not use frames or any other method to embed any AE Site data in your website.
    5. By making use of the AE Site you grant Open Therapeutics a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use any content that you make available on or in connection with the Site such as, without limitation, images, quotes, drawings or any combinations thereof. Open Therapeutics will have the right to use any of your content in whichever manner and form it desires, including yet not limited to, for commercial purposes.
  7. ADVERTISING AND OTHER POTENTIAL SOURCES OF REVENUES
    1. Open Therapeutics may, at any time and without notice, use or include advertising tools including but not limited to pay-per-click mechanism and display advertising, in the AE Site. These advertising tools might be linked to keywords entered in AE Site search functionality, or to content stored via the AE Site.
  8. PRIVACY
    1. The information we obtain through your use of this AE Site and the Platform, including without limitation your Registration Data (as defined in Section 2 of the Terms of Service), is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms.
    2. As part of your use of the AE Services and any transaction through the AE Site, you may obtain personal information, including email address and other identifying information, from another Open Therapeutics User. Without obtaining prior permission from the other User, this personal information shall only be used for communication related to Open Therapeutics or the transaction through which you are connected to the other User. Open Therapeutics has not granted you a license to use the information for unsolicited messages. Without limiting the foregoing, without express consent from the User, you are not licensed to add any Open Therapeutics user to your email or physical mail list.