Contact Logout
 
 
login
Terms of Use
February 8, 2012
Please read these Terms of Use carefully, SPT is pleased to serve you under this Terms of Use Agreement, as amended by us from time to time. Your registration or your use of the website (the "Website") is conditioned on and constitutes your agreement to this Terms of Use Agreement, without modification by you, including, but not limited to our Privacy Policy as they contain certain limitations, exclusions and a Binding Arbitration provision. If you disagree, please refrain from using the Website.
1.
SquarePegTechnologies, LLC.; The SquarePegTechnologiesSM Site.
The SquarePegTechnologies Site is operated by the SquarePegTechnologies, LLC. ("SPT"). SPT operates the SquarePegTechnologies Site to further SPT’s mission of promoting the marketing and transfer of technology, sharing of research, and collaborative efforts to advance scientific knowledge and research by licensing qualified intellectual property to resources, businesses, agencies, and similar organizations (collectively, "IP Resources") to publish IP Descriptions and related materials ("IP Descriptions") and licensable content ("Content") on the SquarePegTechnologies Site and making it available to end users in accordance with these Terms of Use.
2.
Privacy.
Please be sure to review SPT’s Privacy Policy, which is part of these Terms. Terms of Use.
3.
Account Suspension, Termination or Access from other Countries.
(a) Termination: This Agreement will continue indefinitely until terminated by you or by SquarePegTechnologies in accordance with this Agreement. Users can terminate Agreement by providing a written notice to terminate account to support@SquarePegTechnologies.com and by no longer using the Website.
(b) Suspension or Termination by SquarePegTechnologies: SquarePegTechnologies may in its discretion and for its convenience at any time change, discontinue, modify, restrict, suspend or terminate the Website or any part of it without any notice or liability to you or any other person. SquarePegTechnologies may in its discretion and for its convenience at any time immediately suspend or terminate (in whole or in part) your permission to access and use the Website without any notice or liability to you or any other person.
(c) Agreement Continuation: If this Agreement or your permission to access or use the Website is terminated by you or SquarePegTechnologies for any reason, then you will no longer access or use the Website and this Agreement will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, Sections 4, 5, 6, 7, 8, 9, 10, and 11 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect
(d) Access from other Countries: SPT makes no representation or warranty that any IP Descriptions or Content on the SquarePegTechnologies Site are appropriate or available for use in locations outside the United States. If you choose to access the SquarePegTechnologies Site from other locations, you do so at your own risk and are responsible for compliance with all applicable laws. You are not authorized to access the SquarePegTechnologies Site from any location where doing so would be illegal.
4.
Acceptance of Terms; Changes to Terms.
These Terms of Use, including the Privacy Policy (collectively, "Terms"), govern your use of the SquarePegTechnologies Site. Please read all of the Terms carefully. By using the SquarePegTechnologies Site, you agree to comply with and be bound by these Terms. If you do not agree to the Terms, you are not authorized to use the SquarePegTechnologies Site. SPT reserves the right to modify the Terms at any time by posting a notice on the home page of the SquarePegTechnologies Site. Your use of the SquarePegTechnologies Site after the notice is posted indicates you agree to the changes.
5.
User Errors and Corrections
Errors may occur and information, documents, and Content may become out of date. SquarePegTechnologies does not guarantee the accuracy, completeness, or timeliness of the information, documents, or Content available via the Website. SquarePegTechnologies may in its discretion change the information and documents available via the Website at any time and from time to time without any notice or liability to you or any other person.
6.
Use of Site for Lawful Purposes; Export Controls; Confidential Information; User Content.
a) Lawful Purposes. You agree to use the SquarePegTechnologies Site only for lawful purposes and not in any way that would violate the rights of SPT, an IP Resource or another party or any applicable law.
b) Export Controls. The United States export control laws regulate the export of technology originating in the United States, including electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to comply with all applicable export control laws and regulations including the Export Administration Regulations maintained by the Bureau of Industry and Security of the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, the International Traffic in Arms Regulations maintained by the Department of State, and the Uniting and Strengthening of America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 and not to transfer, by electronic transmission or otherwise, any IP Descriptions or Content published on the SquarePegTechnologies Site to either a foreign destination or foreign national in violation of applicable law.
c) Confidential Information. If you are a researcher or other employee of an IP Resource, you may receive personal or confidential information of individual users ("User Confidential Information") in connection with a request for a license of materials, for information, or for services. You agree to use such User Confidential Information only in accordance with the SPT Privacy Policy (i) to facilitate the services requested by the user through the SquarePegTechnologies Site or (ii) for the purposes of contacting the user about their use of the materials or services, providing research updates to the user, or pursuing additional research discussion and/or collaboration with the user. You shall use at least the same degree of care in safeguarding the User Confidential Information as confidential as you use in safeguarding your own confidential information, but in no event shall you use less than due diligence and care. You shall only forward such User Confidential Information to others within your organization on a need to know basis.
7.
Intellectual Property.
a) Content. The content on the SquarePegTechnologies Site is owned by or licensed to SPT. As between you and the IP Resources, each IP Resource owns all rights, including copyrights, patents, and other intellectual property rights, in the IP Descriptions and Content it publishes on the SquarePegTechnologies Site. As between you and SPT, SPT owns all rights, including copyrights, patents, and other intellectual property rights, in the SquarePegTechnologies Site. You agree not to copy any content on the SquarePegTechnologies Site (unless it is User Content generated by you or you are permitted to do so by a User License) or to modify, decompile, disassemble, create derivative works from or otherwise reverse engineer any IP Resource’s IP Descriptions, Content, the SquarePegTechnologies Site, or other content or computer programs associated with the SquarePegTechnologies Site.
b) Restrictions on Data Usage. You may not, without the prior written permission of SPT, use any computer code, data mining software, robot, bot, spider, scraper, or other automatic device, program, algorithm or methodology having similar process or functionality, or any manual process, to deep link to, redistribute, retransmit, republish, commercially exploit, display or copy in bulk the content found on or through the SquarePegTechnologies Site.
c) Trademarks. SPT owns all rights in its name, trademarks, service marks, logos, and other indicia of source ("SPT Trademarks". You may not use any SPT Trademarks in connection with any products or services or in any manner that could tarnish any SPT Trademark or disparage SPT. The trademarks of the various IP Resources are owned by and may be used only as permitted by the applicable IP Resource.
8.
Links.
From time to time, SPT may provide links to other sites that may be of interest to you. Such links do not mean that SPT endorses any other site or its products or services. You acknowledge that SPT has no control over or responsibility for the content or practices of any other site. Please read any terms of use and privacy policies that govern activities on other sites.
9.
Disclaimers.
DISCLAIMERS/LIABILITY EXCLUSIONS AND LIMITATIONS/RELEASES/INDEMNITY
SquarePegTechnologies does not accept any liability for your use of the Website or any other aspect of or relating to it or services or transactions involving it. For that reason, the following provisions apply to all matters arising from, connected with or relating to the Website.
(a) Disclaimers: Your access to and use of the website is at your own risk. The website is provided on an "as is" and "as available" basis, without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation implied representations, warranties or conditions of or relating to accuracy, accessibility, availability, completeness, errors, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, security, sequence, or timeliness, all of which are hereby disclaimed by SquarePegTechnologies to the fullest extent permitted by law. There will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage.
Without limiting the generality of the foregoing, SquarePegTechnologies makes no representation, warranty, condition or guarantee that: (i) the website will be compatible with your computer and related equipment and software; (ii) the website will be available or will function without interruption or will be free of errors or that any errors will be corrected; (iii) the website will meet your requirements; (iv) the information available on, through or connected with the website will be timely, uninterrupted, sequential, accurate, authentic or complete; (v) certain or any results may be obtained through the access to or use of the website; and (vi) access to and use of the website will be free of viruses, trojan horses, worms or other destructive or disruptive components and will not infringe the rights (including intellectual property rights) of any person; and SquarePegTechnologies disclaims all liability regarding such matters to the fullest extent permitted by law.
Without limiting the generality of the foregoing, SquarePegTechnologies makes no representation, warranty, condition or guarantee regarding any User Content, or Other Sites. SquarePegTechnologies is not responsible or liable for any User Content or Other Sites or their content. SquarePegTechnologies is not responsible or liable for any User Content any acts, omissions or misconduct by any User or their representatives (including without limitation any breach by a User of any License Agreement or other agreement, duty or obligation to you).
You are solely responsible for: (i) obtaining, provisioning, configuring, maintaining and protecting from loss and damage, all computer equipment and services necessary for you to access and use the Website; (ii) scanning for and preventing the receipt and transmission of viruses and other destructive or disruptive components; (iii) maintaining a complete and current backup of all data in your computer system before accessing or using the website; and (iv) setting-up, maintaining and regularly reviewing security arrangements concerning your access to and use of the website and information stored on your computing and communications systems.
The operation of the website may be affected by numerous factors beyond SquarePegTechnologies's control. Website operations may not be continuous or uninterrupted, and may be subject to security and privacy breaches. Codes may be circumvented, and may not prevent unauthorized access to your accounts or information.
SquarePegTechnologies is not under any obligation to verify the identity or authority of any person accessing or using the website.
(b) Remedy: If you are not satisfied with the website, your primary remedy is to cease using the website. If you believe that you are entitled or obligated to an alternative remedy you agree to provide us with detailed and substantiated explanation of your reasons in writing. You must provide alternative remedy at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
(c) Exclusions: under no circumstances will SquarePegTechnologies ever be liable to you or any other person for any loss or damage (including without limitation direct, indirect, incidental, consequential, special, punitive, or exemplary loss or damage) arising from, connected with, or relating to the website, this agreement or any supplementary agreement, technologies, your dealings with technology providers, the termination of this agreement or any supplementary agreement, or otherwise, including but not limited to loss of data (including without limitation customer data), business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise (including without limitation by reason of any expenditures, investments, leases or commitments made in anticipation of the continuance or performance of this agreement or any supplementary agreement), or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity).
(d) Limitations: Notwithstanding paragraphs 9(b) and 9(c) above, SquarePegTechnologies is liable to you or any other person, then in no event and under no circumstances will SquarePegTechnologies's total aggregate liability to you or any other person under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), ever exceed $10.
(e) Release: You hereby release, remise and discharge SquarePegTechnologies from all obligations, liabilities, claims and demands in excess of the exclusions and limitations set forth in paragraphs 9(b), 9(c) and 9(d) above.
(f) Indemnity: You will indemnify, defend and hold SquarePegTechnologies harmless from and against all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by SquarePegTechnologies in connection with any claim or demand arising out of, related to, or connected with your access to or use of the website, your access to or use of User Content, your dealings with Users, your breach of this agreement or any Supplementary Agreement, or any conduct by you or any person for whom you are responsible under this Agreement or any Supplementary Agreement or at law. You will assist and co-operate as fully as reasonably required by SquarePegTechnologies in the defense of any such claim or demand.
(g) Definitions/application: In this section 9: (i) "SquarePegTechnologies" means SquarePegTechnologies and its directors, officers, employees, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, technology providers, and all other related, associated, or connected persons, jointly and severally; and (ii) "Website" means the SquarePegTechnologies website accessible at and all content, information, products and services available via the Website, including all Content.
This section 9 applies regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by SquarePegTechnologies or any person for whom SquarePegTechnologies is responsible, and even if SquarePegTechnologies has been advised of the possibility of loss or damage being incurred.
(h) Acknowledgement: You acknowledge and agree that this agreement represents a fair allocation of risk and liability. Advice and information provided by SquarePegTechnologies, whether oral or written, will not create any representation, warranty, condition or guarantee or vary or amend this agreement, including the above disclaimers, liability exclusions, liability limitations, release and indemnity provisions, and you may not rely upon any such advice or information. The exclusion of certain warranties and conditions and the exclusion or limitation of certain liabilities are prohibited by law in some jurisdictions. Such limitations may apply to you.
10.
Limitation of Liability.
NEITHER SPT NOR ANY SERVICE PROVIDER WILL BE LIABLE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (WHETHER OR NOT END USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE), FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION OR LOST DATA) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SQUAREPEGTECHNOLOGIES SITE OR (B) ANY DAMAGES, LOSS OR INJURY BASED ON ERRORS, OMISSIONS, INTERRUPTIONS, INACCURACIES OR SIMILAR PROBLEMS ARISING IN CONNECTION WITH YOUR USE OF, INTERACTION WITH, OR TRANSACTIONS THROUGH THE SQUAREPEGTECHNOLOGIES SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPT'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SPT, BUT IN NO CASE WILL SPT'S LIABILITY TO YOU EXCEED $1000. THESE LIMITATIONS WILL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE. SOME STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES AND SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU
11.
Indemnity.
By using the SquarePegTechnologies Site, you agree to indemnify and hold SPT and its directors, officers, employees, licensors, service providers, contractors, and agents ("SPT Indemnitees") harmless from any claims, liability, loss, damage or expense (including reasonable attorneys’ fees and costs) that any SPT Indemnitee may incur based on your use of the SquarePegTechnologies Site, your transactions through the SquarePegTechnologies Site, your breach of these Terms or any End User License, your violation of the rights of a third party or your violation of any law, including export control laws.
12.
Contact Us.
The SquarePegTechnologies Site is owned and operated by SquarePegTechnologies, LLC. If you have any questions about any of these Terms, please contact us at:
SquarePegTechnologies, LLC.
Email: terms@SquarePegTechnologies.com
13.
Dispute Resolution.
o Governing Law. These Terms are governed by the laws of the United States and the laws of the State of Arizona applicable to contracts executed and performed within Arizona, without giving any effect to any conflict of laws rules that may result in the application of the laws of any other jurisdiction. These Terms are deemed executed and enforceable in the State of Arizona.
o Binding Arbitration. IF A DISPUTE ARISES BETWEEN YOU AND SPT, EACH PARTY IRREVOCABLY AGREES TO (i) RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION CONDUCTED IN KANSAS CITY, ARIZONA IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), (ii) BRING ANY DISPUTE TO ENFORCE ARBITRATION UNDER THESE TERMS OR TO PURSUE INJUNCTIVE RELIEF EXCLUSIVELY IN THE FEDERAL AND STATE COURTS LOCATED IN MARICOPA COUNTY, ARIZONA, UNITED STATES OF AMERICA AND (iii) SUBMIT TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS BASED ON FORUM NON CONVENIENS OR OTHER GROUNDS. EACH PARTY WILL BE RESPONSIBLE FOR ITS EXPENSES AND AN EQUAL SHARE OF THE ARBITRATORS' AND ADMINISTRATIVE FEES OF ARBITRATION. NOTWITHSTANDING THE FOREGOING, SPT WILL HAVE THE RIGHT TO SEEK TEMPORARY INJUNCTIVE RELIEF IF IT DETERMINES IT IS NECESSARY IN CONNECTION WITH ANY BREACH OF THESE TERMS THAT COULD RESULT IN IRREPARABLE HARM TO SPT (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY).
14.
General Provisions.
o Assignment. You may not assign these Terms or any of your obligations under them without SPT’s prior written consent and any attempted assignment is null and void. SPT may assign these Terms and any of its obligations under them at any time for any reason.
o Relationship of Parties. You and SPT are independent contractors and these Terms may not be used to construe a joint venture, employee, partnership, agency or similar relationship between you and SPT.
o Electronic Communications; Binding and Entire Agreement; English Language. You agree that (i) these Terms constitute an agreement "signed by you" under any applicable law; (ii) any notices or other communication regarding your use of the SquarePegTechnologies Site may be provided to you electronically (by posting on the SquarePegTechnologies Site, by email, and other electronic formats) and will be considered received upon posting or other distribution, but SPT reserves the right to provide communications in paper format. These Terms (including the Privacy Policy) constitute the entire agreement between you and SPT and supersede all other agreements, oral or written, concerning its subject matter. You consent to the use of the English language in these Terms and all documents or notices relating to them and your use of the SquarePegTechnologies Site.
o Including. The word "including" as used in these Terms means "including, without being limited to."
o Severability. If any of these Terms is determined to be unenforceable for any reason, then the unenforceable provision will be deemed amended in a manner that will most nearly carry out the intent of the provision to the fullest extent permitted by applicable law or deleted if amendment is not possible, and the remaining Terms will be enforceable to the fullest extent permitted by law.
o No Waiver. SPT’s failure to enforce these Terms in every instance in which they might apply is not a waiver of any of SPT’s rights, and SPT reserves its right to take all legal steps available to enforce these Terms.
o Survival. Paragraphs 3, 5, 6(C), 7, 9, 10, 11, 13 and 14 (and any other sections that by their intent should survive) will survive any termination of these Terms.
o Force Majeure. If SPT is unable to perform its services or any of its obligations due to any cause beyond its reasonable control, including computer, telecommunications or other equipment failures, electrical power failures, strikes, labor disputes, shortage of labor or materials, civil disturbances, fires, floods, storms, explosions, acts of God, war, terrorist acts, governmental actions, non-performance of third parties or similar reasons, then SPT’s performance will be excused and the time for performance will be extended until a reasonable time following the end of the event of force majeure.
 
 
 
 
Terms & Conditions | Privacy Policy | 2012 CEMSol. All rights reserved.