TERMS OF USE- Trialect's science & minds platform

SECTION 1: INTRODUCTION & ACCEPTANCE OF TERMS

These Terms of Use (the "Terms") are an agreement between you or the entity you represent ("you," "your," or "user") and Trialect Inc, a corporation existing under laws of the State of California, USA ("Company," "we," "our," or "us"). The Company owns and operates a website found at scienceandminds.com ("Platform").

By accessing or using any part of the Platform, you agree to be bound by these Terms. If you do not accept these Terms and all the policies and documents incorporated herein by reference in their entirety, you may not use the Platform.

To the extent permitted by applicable law, we may, at any time, amend these Terms, including any features or functionality of the Platform, by posting a revised version of the Terms and sending an email notification indicating the new effective date of any such revised Terms. Your continued use of the Platform after the new effective date constitutes (a) your acceptance of revised Terms and/or changes in Platform and (b) agreement to be bound by any such revised terms and conditions.

SECTION 2: HOW PLATFORM WORKS

The Platform is a marketplace for (a) services provided by biomedical scientist, physicians, professionals in pharma and biotech industry, public health professionals in clinical research, other professionals supporting life sciences and healthcare field (each a "Service" and collectively "Services"), (b) R&D services ("R&D support"), and (c) licensing of datasets for research purposes.

Any user offering or promoting a Service, R&D support, or licensing of a dataset on the Platform shall be referred to as an "Expert" in these Terms. Any user seeking a Service, R&D support or a license to use a dataset shall be referred to as a "Client".

The Company facilitates payments and business transactions between Experts and Clients through provision of the Platform, however, the Company does not endorse, hire, employ, or vet any Expert.

All users of the Platform are solely responsible for all interactions, conversations, and any form of communication between one another. We will not be responsible or liable for any interactions between any Platform users.

We reserve the right to terminate any user's account if we believe that any such user violated these Terms or any policy incorporated herein by reference.

SECTION 3: LICENSE TO USE PLATFORM

License. Subject to the terms and conditions of these Terms, the Company grants you a worldwide, non-exclusive license of the right to use the Platform.

Restricted Uses.The right granted to you in the present Terms is subject to the following restrictions:

  1. you shall not sublicense, sell, rent, lease, transfer, or assign your Account to any third party;
  2. you shall not permit anyone else whose Account was terminated, or who is not a registered user, to use the Platform through your Account;
  3. you shall not create more than one Account;
  4. you shall not copy, modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform;
  5. you shall not impersonate other individuals or provide inaccurate information about yourself;
  6. you shall not represent an entity without its prior authorization to do so;
  7. you shall not engage in anything unlawful, misleading, or fraudulent or for illegal or unauthorized purpose;
  8. you shall not violate or encourage others to violate laws, third party rights, these Terms and policies incorporated herein by reference;
  9. you shall not engage in contests, sweepstakes, barter, or pyramid schemes;
  10. you shall not express or imply that any statements you make are endorsed by us, without our prior written consent;
  11. you shall not upload, distribute, or transmit any computer viruses, worms, Trojan horses, malicious code, or any software intended to damage or alter a computer system or a mobile device or data;
  12. you shall not retrieve, index, "data mine," or collect information or data of other users, including their email addresses, (e.g., using any harvesting bots, robots, spiders, or scrapers, site search/retrieval applications, or other manual or automatic devices);
  13. you shall not disable, overburden, impair, or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of service attack);
  14. you shall not attempt to gain unauthorized access to the Platform or servers or networks connected to the Platform (e.g., through password mining);
  15. you shall not "frame" or "mirror" any part of the Platform;
  16. you shall not restrict or inhibit any other user's use of the Platform, including, without limitation, by means of "hacking" or "cracking" or defacing any portion of the Platform;
  17. you shall not transmit (1) any content, language, imagery, or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights; (2) communication which contains nudity or expresses profanity; (3) any trade secret of any third party; or (4) any solicitations,chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
  18. you shall not engage in spamming or flooding; and
  19. you shall not interfere with another user's use and enjoyment of the Platform. Violation of any of the above may be subject to termination of your Account or suspension of your access to the Platform.

Modifications/Updates. We reserve the right, at any time, to modify, suspend, or discontinue the operation of the Platform or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of operation of the Platform or any part thereof. Any future release, update, or other addition to any of functionalities of the Platform shall be subject to the terms and conditions of these Terms

Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Platform. The Platform is licensed to you; this means that the Platform is under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Platform. Our name, logo, and other names associated with the Platform belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.

SECTION 4: YOUR ACCOUNT

Accuracy of Information. When you register for an account on the Platform (" Account"), you will be asked to provide certain information about yourself. By registering for an Account, you represent and warrant that: (a) all required information you submit about yourself is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) you have reached the age of majority in your place of residence.

Registering as Entity. If you register for an Account on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that event, "you," "your," or "user" will refer and apply to that entity.

Privacy Setting of Your Profile. Your profile, by default, is set to be shown to the public unless you change your privacy settings under your Account.

Confidentiality and Security of Your Login Information. You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account's login information, and (ii) all activities that are conducted under your Account. By using your Account, you acknowledge and agree that our account security procedures are commercially reasonable. You agree to immediately notify us in the event of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to keep your login information in confidence.

Closing Your Account. You may close your Account at any moment by contacting our customer support. Once you close your Account, all the information associated with your Account will be erased.We may suspend or delete your Account at any time if we suspect that you have violated any provisions of these Terms.

SECTION 5: YOUR CONTENT

Content. Any registered user may create, upload, post, display, share, and otherwise make available certain information, photos, videos, files, and materials on the Platform (collectively, "Content"). You are solely responsible for the Content you create, upload, post, display, share or make available on or through the Platform, including its accuracy, legality, and appropriateness and we do not assume any liability for any Content posted by you or any other Platform user.

Your Representations and Warranties with Regard to Your Content . By posting or making your Content available via the Platform, you represent and warrant that: (i) you own the Content and/or you have the right to use it and the right to grant us and other users of the Platform the license as provided below; (ii) your creating, uploading, posting, displaying or sharing Content on or through the Platform does not violate any law, privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity; (iii) your Content does not and will not contain sexually explicit content or pornography; and (iv) your Content does not contain hateful, defamatory, or discriminatory content and does not incite hatred against any individual or group. We reserve the right to terminate the Account of anyone found to be infringing one's copyright or violating any provisions of these Term.

Ownership of Content. You and your licensors (if any) retain any and all of your rights to any Content you upload, post, display, share or otherwise make available on or through the Platform and you and your licensors (if any) are responsible for protecting those rights. We take no responsibility and assume no liability for Content you upload, post, display, or share on or through the Platform.

Licensing your Content. By posting or making your Content available via the Platform you grant Company the license of the right to use, perform, display, reproduce, modify, and distribute such Content on and off the Platform including, but not limited to, the Company's social media channels and any other websites owned by Company. When you remove any part of your Content from the Platform, we will remove any such part of Content from our servers as soon as it is practically possible.

Our Right to Remove Your Content. We reserve the right at our sole discretion to remove any Content that we feel in our judgment does not comply with these Terms, along with any Content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any third party copyrights or trademarks. Moreover, we are not responsible for any delay or failure in removing such Content. If you post Content that we choose to remove, you hereby consent to such removal and consent to waive any claim against us.

Your Content in Open Communication Tools We provide various open communication opportunities for users of the Platform to communicate with one another via chats, audio, and video calls, and to provide feedback about and rate Services, R&D support, and dataset licensing (collectively, " Open Communication Tools"). All of your messages sent to other users of the Platform are considered to constitute your Content. You understand that we do not pre-screen or monitor the Content posted by users through these various Open Communication Tools, which means that if you choose to use these Open Communication Tools in order to share any type of Content on the Platform, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any Open Communication Tool, you agree that you will not upload, post, share or otherwise distribute any Content that (i) is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language; (ii) infringes on any trademark, patent, trade secret, copyright, or other proprietary rights of any party; (iii) contains any type of unauthorized or unsolicited advertising; or (iv) impersonates any person or entity, including any Company's employees or representatives.

Copyright/DMCA Policy The Digital Millennium Copyright Act of 1998 (the " DMCA ") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, datasets, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Platform, please contact us immediately at support@scienceandminds.com .

SECTION 6: CONTRACTUAL RELATIONSHIP BETWEEN EXPERT AND CLIENT

Contracts If a Client and Expert decide to enter into a contract (" Contract "), the Contract will be deemed a contractual relationship directly between the Client and Expert. A Client and Expert have complete discretion both with regard to whether to enter into a Contract with each other and with regard to the terms of any Contract. You acknowledge, agree, and understand that the Company is not a party to any such Contract, that the formation of a Contract between users will not, under any circumstance, create an employment or other service relationship between the Company and any user or a partnership or joint venture between the Company and any user of the Platform.

With respect to any Contract, Clients and Experts may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, dataset licensing agreement, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand the Company's rights and obligations under the Term

Types of Contracts Users may choose between different types of contracts: hourly contracts and fixed- price contracts. Payment terms for each type of contact can be found below

Confidentiality Provision Users may agree to any terms they deem appropriate with respect to confidentiality. If the users do not articulate any provision with regard to confidentiality, then they agree that this Section (Confidentiality Provision) will apply.

"Confidential Information" is (i) any information, document, or material shared with a party of a Contract by a disclosing party and marked as "Confidential", (ii) deliverables, (iii) work product, and (iv) any other information provided to, or created by, a party to a Contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or another form. Confidential Information does not include information, document, or material that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Ex or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by user prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by user without use of another person's Confidential Information

To the extent a Client or Expert provides Confidential Information to the other, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Services or provision of R&D support (including, without limitation, the storage or transmission of Confidential Information on or through the Platform for use by Expert); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Services

If and when Confidential Information is no longer needed for the performance of the Services or provision of R&D support or at Client's or Expert's written request (which may be made at any time at Client's or Expert's sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

Licensing ProvisionUsers may agree to any terms they deem appropriate with respect to licensing of datasets. If the users do not articulate any provision with regard to licensing of datasets, then they agree that this Section (Licensing Provision) will apply.

When a Client purchases a license to use a dataset of an Expert, the Expert shall grant the Client a worldwide, revocable, and non-exclusive license of the right to use the dataset for a period of time discussed by the parties. When a user purchases a license, the dataset is licensed to such user; this means that the dataset is under no circumstances sold/transferred to such user.

Contract Termination & Dispute PolicyEither party to a Contract can terminate the Contract at any time and for any reason. However, you agree to use your best efforts to settle any dispute you may have with any other party to your Contract in an amicable way by mutual negotiations. Should an amicable settlement between you and the party be impossible, we will try facilitating the resolution of the dispute. If you have any dispute or would like to request a refund, contact us at payments@scienceandminds.com with the subject line "Refund Request". You can initiate a dispute or request a refund within 180 days following the termination of the Contract. .

The Company will make an attempt to assist by reviewing the dispute and proposing a mutual, non-binding resolution. If our dispute process does not resolve your problem, you may pursue the issue independently, but you acknowledge and agree that Company will not and is not obligated to provide any dispute assistance beyond what is offered in these Terms.

SECTION 7: PAYMENT TERMS

Payment Processing The Company will facilitate all payments between the users of the Platform. All payments will be processed by Stripe, Inc. ("Stripe"). Stripe provides escrow services to users to receive, hold, and deliver payments for Contracts facilitated through the Platform, and to pay fees to the Company.

Users of Stripe who are located in the United States can make payments using Visa, Mastercard, American Express, Discover, JCB, Diners Club, and China UnionPay credit and debit cards. Stripe also supports a range of additional payment methods, depending on the country of your residence. The default currency for all purchases is US dollars.

Hourly Contracts Expert will invoice Client for Expert fees on a weekly basis through the Platform, and Client will pay invoices using the Platform's automatic payment system. When Client approves an hourly invoice for an hourly Contract, Client automatically and irrevocably authorizes and instructs the Company and Stripe to charge Client's payment method on file for the Expert fees

Fixed-Price Contracts Client becomes obligated to pay applicable amounts into Stripe's escrow account ("Escrow Account") immediately upon sending a fixed-price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. When Client authorizes the payment of the Expert fees for a fixed-price Contract on the Platform, the Client automatically and irrevocably authorizes and instructs the Company and Stripe to charge Client's payment method on file for the Expert fees

Automatic Release of Payment Client acknowledges and agrees that for both hourly Contracts and fixed- price Contracts, failure by Client to decline or dispute an hourly invoice or request for payment is an authorization and instruction to release payment.

Company Fees Experts will pay the Company a fee for the use of the Platform (" Company Fees "). The Company Fees shall be amounted to 10% of the value of a Contract.

Subscription Fees Experts will be billed an annual subscription fee of $48 (calculated at $3.99 per month) ("Subscription Fee"). The first Subscription Fee must be paid by Experts before their acceptance of their first Contracts.

No Fee for Introducing or for Finding Projects The Company does not introduce Clients to Experts and does not help Experts secure Contracts. The Company merely makes the Platform available to enable Experts to do so themselves and may from time to time highlight projects that may be of interest. Therefore, The Company does not charge a fee when an Expert finds a suitable Client or finds a project. In addition, The Company does not charge any fee or dues for posting public feedback.

Disbursements of Payments to Experts: Hourly Contracts Expert fees become available to Experts (minus all Company's Fees) seven days after Client's payment method is charged. Funds available to Experts from hourly Contracts will be disbursed to Experts on a weekly basis (every Monday)

Disbursements of Payments to Experts: Fixed-Price Contracts Expert Fees become available to Experts (minus all Company's Fees) seven days after Clients release their payments. Funds available from fixed-price Contracts will be disbursed by the Platform once a month automatically (1st day of the month), unless an Expert manually withdraws money to his/her/its bank account sooner

Notwithstanding any other provision of these Terms, Stripe, in its sole discretion and except as prohibited by applicable law, may refuse to process, may hold the disbursement of the Expert fees or any other amounts and offset amounts owed to us, or take such other actions with respect to appropriate escrow account as we deem appropriate in our sole discretion if: (a) we require additional information, such as Expert's tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Expert fees may be subject to dispute or chargeback; (c) we suspect a user has committed or attempted to commit fraud or other illicit acts on or through the Platform; or (d) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Expert fees is no longer necessary, Stripe will release such hold as soon as practicable

In addition, notwithstanding any other provision of these Terms and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or a Contract; (ii) discover erroneous or duplicate transactions; or (iii) receive any charge back from the payment method used by you, or used by your Client if you are an Expert, despite our provision of the Platform in accordance with these Terms. You agree that we have the right to obtain such reimbursement by instructing Stripe to (and Stripe will have the right to) charge the applicable escrow account, and any other accounts you hold with Stripe, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Platform and close your Account

SECTION 8: HIPAA: EXPERT'S OBLIGATIONS WITH REGARD TO PATIENT INFORMATION

The HIPAA Privacy Rule establishes national standards to protect individuals' medical records and other personal health information and applies to health plans, health care clearinghouses, and those health care providers (" covered entities ") that conduct certain health care transactions electronically. The Rule requires appropriate safeguards to protect the privacy of personal health information, and sets limits and conditions on the uses and disclosures that may be made of such information without patient authorization. The Rule also gives patients rights over their health information, including rights to examine and obtain a copy of their health records, and to request corrections. To learn more about HIPAA Privacy Rule, click here

"Protected Health Information"is considered to be individually identifiable information relating to the past, present, or future health status of an individual that is created, collected, or transmitted, or maintained by a covered entity in relation to the provision of healthcare, payment for healthcare services, or use in healthcare operations

If you are Expert, you represent and warrant that you will, at all times during the term of these Terms and thereafter, comply with all laws directly or indirectly applicable to you or your organization that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Protected Health Information, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws.

The Company will use commercially reasonable efforts to maintain the confidentiality of Protected Health Information stored on our servers and to prevent the disclosure of such information to third parties.

NOTWITHSTANDING THE FOREGOING, THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PROTECTED HEALTH INFORMATION OR OTHER INFORMATION TRANSMITTED, UPLOADED, OR STORED TO THE SERVERS AND SHALL NOT BE HELD LIABLE FOR ANY DAMAGES RESULTING FROM YOUR USE OR MISUSE OF THIS INFORMATION. FURTHERMORE, YOU AGREE TO INDEMNIFY THE COMPANY FROM ANY CLAIM, ACTION, OR CAUSE, TORT OR OTHERWISE, THAT MAY BE BROUGHT AGAINST YOU OR THE COMPANY IN THE EVENT THAT PROTECTED HEALTH INFORMATION IS COMPROMISED DUE TO YOUR NEGLIGENCE OR MISCONDUCT, INCLUDING FAILURE TO SECURE YOUR ACCOUNT'S PASSWORD

SECTION 9: FORCE MAJEURE

Any delay or failure of a Platform user or the Company to perform its obligations under these Terms will be excused if and to the extent that it was caused by an event or occurrence beyond any such user's or Company's reasonable control and without its fault or negligence (" Force Majeure "). Force Majeure includes, but is not limited to, acts of God, actions by any government authority (whether valid or invalid), epidemics, pandemics, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, acts of terrorism, court injunction, or court order. If a user or the Company is claiming Force Majeure, any such user or the Company must provide the other users of the Platform with written notice of such delay (including the anticipated duration of the delay) within ten days of the occurrence of Force Majeure

SECTION 10: INDEPENDENT CONTRACTOR STATUS

Nothing in these Terms shall is intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between (i) you and the Company; or (ii) you and another user of the Platform

If you are an Expert, you hereby acknowledge that the Company does not directly or indirectly engage you to render any Services, R&D support, or licenses for the use of your datasets and that any engagement of any such Expert through the Platform is undertaken exclusively by Clients. Each Expert is and will remain an independent contractor in its relationship to each Client. Each Expert shall have the sole right and responsibility to determine the manner, method, and means of performance by which he/she/it will provide the Services, R&D support, or datasets subject to any reasonable requests of their respective Clients. Notwithstanding the forgoing, each Expert agrees to adhere to any applicable policies and procedures as may be required by these Terms and any applicable law. Experts shall not claim or seek any vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind from their Clients or the Company. The Company or Clients shall not be responsible for withholding any taxes with respect to Experts' compensation received through the Platform.

In other words, if you are an Expert, you acknowledge and agree that you are solely responsible (a) for all tax liability associated with payments received from your Clients and through the Company, and that the Company will not withhold any taxes from payments to you; (b) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; (c) for determining whether you are required by applicable law to issue any particular invoices for the Expert fees and for issuing any invoices so required; (d) for determining whether you are required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Expert fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if the Company is required by applicable law to withhold any amount of the Expert fees and for notifying the Company of any such requirement and indemnifying the Company for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of the Company, you agree to promptly cooperate with the Company and provide copies of your tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing you are engaging in an independent business as represented to the Company.

SECTION 11: DISCLAIMERS

Professional advice disclaimer . Services listed on the Platform are designed for educational purposes only. The use of information provided through any Service is solely at your own risk. Do not disregard, avoid or delay obtaining medical or health related advice from your healthcare professional because of information communicated to you through any Service. No assurance can be given that the advice which is part of any Service will include the most recent findings or developments with respect to a particular health condition

General Disclaimers & Warranties. The Platform is provided on 'as is' and 'as available' basis, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not warrant that your use of the Platform will be uninterrupted, timely, secure or error-free. Occasionally some information on the Platform may contain typographical errors, inaccuracies or omissions.

We disclaim all, and assume no responsibility for, evaluating or verifying the accuracy, suitability, truthfulness or authenticity of any Content posted or provided by any user of the Platform to us. We assume no responsibility for ensuring a user's compliance with any applicable laws, rules and regulations, or these Terms. We do not warrant that the quality of any Service, R&D support, or dataset will meet your expectations. We cannot guarantee and do not promise any specific results from your use of the Platform, Services, R&D support, or licensed datasets.

Your Interactions with Other Users. We assume no responsibility for the conduct, whether online or offline, of any user of the Platform. You understand that we make no guarantees, either express or implied, regarding your ultimate experience with users you meet through the Platform. No user is obligated to meet offline with another user. You can do so, but at your own risk. You agree to take reasonable precautions in all interactions with other users of the Platform because you are solely responsible for your interactions with other users of the Platform. Under no circumstances will we or any of our employees, officers, agents, or affiliates be responsible for any loss or damage, including personal injury, emotional distress, death and/or any other damages resulting from your use of the Platform, Services, R&D support, licensed datasets, any Content made available through the Platform, or any interactions between you and other users of the Platform, whether online or offline.

It is remotely possible for others to obtain personal information about you due to your use of the Platform, and that the recipient may use such information to harass or injure you. We will not be responsible for the use of any personal information that you publicly disclose using the Platform. Please carefully select the type of information that you post on the Platform.

SECTION 12: DISPUTES BETWEEN USER AND COMPANY

Please read this section (hereinafter referred to as the " Agreement to Arbitrate ") carefully as it affects your rights and will have a substantial impact on how disputes between you and Company will be resolved

You agree that any claim or dispute at law or equity that may arise between you and Company relating in any way to or arising out of these or previous versions of the Terms, any policies incorporated herein by reference, your use of or access to the Platform, or any products or services sold or purchased through the Platform, will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. You and Company further agree as follows:

  1. Applicable Law You and Company agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Company, except as otherwise stated in these Terms.

  2. Prohibition of Class and Representative Actions and Non-Individualized Relief YOU AND COMPANY AGREE THAT EACH ONE MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PARTIES.

  3. Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement to Arbitrate as a court would. All issues are for the arbitrator to decide, except as prohibited by law.

    The arbitration will be conducted by the American Arbitration Association (" AAA ") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org or by calling the AAA at 1- 800-778-7879. The use of the word "arbitrator" in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.

    A party who intends to seek arbitration must first send to the other, by certified mail, written Notice of Dispute (" Notice "). The Notice must include a description of the nature and basis of the claims the party is asserting and the relief sought. The Notice to Company should be sent to Zentastic! LLC, Re: Notice of Dispute, 6750 Westown Pkwy, Suite 200, PMB 375, West Des Moines, IA 50266. The Company will send any Notice to you to the physical address we have on file associated with your Account; it is your responsibility to keep your physical address up to date.

    If you and Company are unable to resolve the claims described in the Notice amicably within 30 days after the Notice is received, you or Company may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. Any settlement offer made by you or Company shall not be disclosed to an arbitrator.

    The arbitration hearing shall be held in mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Company subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Company may attend by telephone, unless the arbitrator requires otherwise.

    The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same the Platform user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

  4. Severability With the exception of any of the provisions in Section "Prohibition of Class and Representative Actions and Non-Individualized Relief" of this Agreement to Arbitrate, if an arbitrator decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator decides that any of the provisions in Section "Prohibition of Class and Representative Actions and Non-Individualized Relief" of this Agreement to Arbitrate is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void.

  5. Opt-Out Procedure. If you are a new platform user, you can choose to reject this Agreement to Arbitrate by mailing us a written opt-out notice (" Arbitration Opt-Out Notice "). The Arbitration Opt-Out Notice must be postmarked no later than thirty (30) days after the date you accept these Terms for the first time. You must mail the Arbitration Opt-Out Notice to Zentactic! LLC, Re: Arbitration Opt-Out Notice, 6750 Westown Pkwy, Suite 200, PMB 375, West Des Moines, IA 50266. You must complete the Arbitration Opt-Out Notice by providing your full name, address (including street address, city, state and zip code), and email address associated with the Platform's Account and state that you wish to opt out of this Agreement to Arbitrate. You have to sign the Arbitration Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Terms will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

  6. Future Amendments to the Agreement to Arbitrate.
    Notwithstanding any provision in this Agreement to Arbitrate to the contrary, you and Company agree that if Company makes any amendment to this Agreement to Arbitrate (other than an amendment to any notice address provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Company prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Company. Any amendments to this Agreement to Arbitrate will take effect when a revised version or a notification is posted on the Platform unless otherwise stated. Your continued use of the Platform after the revision date constitutes (a) your acceptance of the revised Agreement to Arbitrate and (b) agreement to be bound by any such revised terms and conditions.

  7. Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by an arbitrator order, you agree that any claim or dispute that has arisen or may arise between you and Company must be resolved exclusively by a state or federal court located in the state of Iowa. You and Company agree to submit to the personal jurisdiction of the courts located within Polk County, Iowa for the purpose of litigating all such claims or disputes.

SECTION 15: MISCELLANEOUS PROVISIONS

Terms These Terms will remain in full force and effect while you use the Platform and/or are a registered user. You may terminate your Account at any time, for any reason, by emailing us. We may terminate your Account if we find that you have breached these Terms. After your Account is terminated, all provisions that by their nature may survive termination of these Terms shall be deemed to survive such termination

Non-Circumvention. During the term of these Terms and for six months thereafter, no user shall, directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any other user introduced by us through the Platform, without our consent.

Privacy & Cookie Policy. Privacy and security of your personal information is very important to us. To find out more on what type of information we collect and how we safeguard it please review our Privacy & Cookie Policy. The Terms include and hereby incorporate by reference our Privacy & Cookie Policy.

No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

Assignment We may assign, transfer or otherwise dispose of these Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of these Terms shall be binding upon assignees.

Severability.If any provision of these Terms is, for any reason, held to be invalid, illegal, void or unenforceable, the remainder of the Terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction

Consent to Electronic Notices. You consent to the use of (a) electronic means to execute these Terms and to deliver any notices (including complaints) pursuant to these Terms, and (b) electronic records to store information related to these Terms or your use of the Platform or Services. Notices (including complaints) hereunder shall be invalid unless made in writing and given (a) by Company via email (to the email address that you provide), (b) a posting on the Platform or (c) by you via email to support@scienceandminds.com or to such other email addresses as Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted




Contact Us.

Email: support@scienceandminds.com

Mailing Address: 107D North Reino Rd, Newbury Park, CA, 91320

Phone: +1.805.850.6002